Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 15, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | American BriVision (Holding) Corp | |
Entity Central Index Key | 0001173313 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Filer Number | 333-91436 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV | |
Entity Common Stock, Shares Outstanding | 19,478,168 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 1,035,678 | $ 226,688 |
Restricted cash and cash equivalents | 16,122 | 16,093 |
Accounts receivable, net | 131,439 | |
Accounts receivable - related parties, net | 142,215 | |
Other receivable | 39,005 | |
Due from related parties | 322,678 | 59,477 |
Inventory | 1,318 | |
Prepaid expense and other current assets | 59,435 | 223,895 |
Total Current Assets | 1,707,567 | 566,476 |
Property and equipment, net | 514,449 | 510,066 |
Operating lease right-of-use assets | 357,932 | |
Goodwill, net | ||
Long-term investments | 3,270,410 | 3,488,169 |
Deferred tax assets | 1,380,021 | 1,347,995 |
Prepaid expenses - noncurrent | 131,261 | |
Security deposits | 43,253 | 27,418 |
Total Assets | 7,404,893 | 5,940,124 |
Current Liabilities | ||
Accounts payable | 13,383 | |
Short-term bank loans | 1,885,500 | 899,250 |
Long-term bank loans - current portion | 22,547 | 39,835 |
Notes payable | 96,600 | 510,447 |
Accrued expenses and other current liabilities | 1,757,001 | 1,243,158 |
Advance from customers | 387,815 | |
Operating lease liabilities - current portion | 268,618 | |
Due to related parties | 376,460 | 7,745,096 |
Convertible notes payable - current portion | 820,000 | 300,000 |
Convertible notes payable - related parties, current portion | 250,000 | 250,000 |
Total Current Liabilities | 5,877,924 | 10,987,786 |
Long-term bank loan | 15,257 | |
Tenant security deposit | 2,880 | |
Operating lease liabilities - noncurrent portion | 106,398 | |
Convertible notes payable - related parties | 687,500 | 250,000 |
Accrued interest | 27,467 | |
Total Liabilities | 6,674,702 | 11,280,510 |
Equity | ||
Preferred stock, $0.001 par value, 20,000,000 authorized, nil shares issued and outstanding | ||
Common stock, $0.001 par value, 20,000,000 authorized, 19,478,168 and 11,884,804 issued and outstanding, respectively | 19,478 | 11,885 |
Additional paid-in capital | 28,180,123 | 14,983,714 |
Stock subscription receivable | (4,289,060) | |
Accumulated deficit | (14,773,552) | (12,209,446) |
Other comprehensive income | 628,941 | 655,851 |
Treasury stock | (9,100,000) | (9,100,000) |
Total Stockholders' deficit | 665,930 | (5,657,996) |
Noncontrolling interest | 64,261 | 317,610 |
Total Equity (Deficit) | 730,191 | (5,340,386) |
Total Liabilities and Equity (Deficit) | $ 7,404,893 | $ 5,940,124 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 19,478,168 | 11,884,804 |
Common stock, shares outstanding | 19,478,168 | 11,884,804 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 197,733 | $ 747 | $ 601,757 | $ 3,976 |
Cost of revenues | 2,797 | 537 | 17,648 | 2,856 |
Gross profit | 194,936 | 210 | 584,109 | 1,120 |
Operating expenses | ||||
Selling, general and administrative expenses | 1,035,582 | 334,406 | 2,118,053 | 1,213,313 |
Research and development expenses | 269,239 | 54,514 | 778,964 | 359,322 |
Stock based compensation | 5,737 | 7,575 | 22,087 | 23,401 |
Total operating expenses | 1,310,558 | 396,495 | 2,919,104 | 1,596,036 |
Loss from operations | (1,115,622) | (396,285) | (2,334,995) | (1,594,916) |
Other income (expense) | ||||
Interest income | 6,024 | 1,507 | 7,279 | 3,761 |
Interest Expense | (111,968) | (122,326) | (374,540) | (345,982) |
Rental Income | 4,574 | 2,909 | 14,274 | 8,997 |
Rental Income - related parties | 1,600 | 1,600 | ||
Investment Loss | (201,590) | (287,513) | ||
Gain (loss) on foreign exchange changes | (2) | (67) | 402 | 7,403 |
Gain (loss) on investment in equity securities | (64,689) | (39,166) | (182,113) | (164,649) |
Other income (expense) | (1,047) | (1,357) | 851 | (4,305) |
Total other income (expense) | (165,508) | (360,090) | (532,247) | (782,288) |
Loss before income tax | (1,281,130) | (756,375) | (2,867,242) | (2,377,204) |
Provision for income tax | 48,555 | (69,075) | (49,788) | (240,242) |
Net loss | (1,329,685) | (687,300) | (2,817,454) | (2,136,962) |
Net loss attributable to noncontrolling interests | (114,826) | (116,491) | (253,349) | (332,596) |
Net loss attributable to ABVC and subsidiaries | (1,214,859) | (570,809) | (2,564,105) | (1,804,366) |
Foreign currency translation adjustment | (61,061) | (12,040) | (86,786) | (81,100) |
Comprehensive loss | $ (1,275,920) | $ (582,849) | $ (2,650,891) | $ (1,885,466) |
Net loss per share attributable to common stockholders | ||||
Basic and diluted | $ (0.07) | $ (0.06) | $ (0.16) | $ (0.18) |
Weighted average number of common shares outstanding | ||||
Basic and diluted | 19,020,824 | 11,884,804 | 17,333,902 | 11,881,657 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (2,817,454) | $ (2,136,962) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 43,893 | 33,240 |
Loss on sale of investment | 287,513 | |
Stock-based compensation | 356,809 | 23,401 |
Other non-cash income and expenses | (4,022) | |
Loss on investment in equity securities | 182,113 | 164,649 |
Deferred tax | (52,638) | (242,092) |
Changes in assets and liabilities: | ||
Decrease (increase) in accounts receivable | (102,527) | 685 |
Decrease (increase) in prepaid expenses and deposits | 23,965 | (79,172) |
Decrease (increase) in due from related parties | (283,831) | 30,600 |
Decrease (increase) in inventory | 1,298 | 11,293 |
Increase (decrease) in accounts payable | 2,838 | |
Increase (decrease) in notes payable | (14,490) | |
Increase (decrease) in accrued expenses and other current liabilities | 572,969 | 560,478 |
Increase (decrease) in advance from others | 376,639 | |
Increase (decrease) in due to related parties | 75,729 | 178,067 |
Net cash used in operating activities | (1,638,709) | (1,168,300) |
Cash flows from investing activities | ||
Net proceeds from sale of investment in equity securities | 314,294 | |
Loan to related parties | (17,388) | |
Long-term equity investment | (17,691) | |
Net cash provided by (used in) investing activities | (35,079) | 314,294 |
Cash flows from financing activities | ||
Issuance of common stock for acquisition | 531,147 | |
Proceeds from convertible notes | 957,500 | 550,000 |
Proceeds from short-term bank loans | 1,000,000 | |
Proceeds from short-term borrowing from third-parties | 846,300 | 132,264 |
Borrowings from related parties | 141,850 | |
Repayment of borrowings from related parties | (820,000) | (157,000) |
Repayment of long-term bank loans | (31,703) | |
Net cash provided by financing activities | 2,483,244 | 667,114 |
Effect of exchange rate changes on cash and cash equivalents | (437) | (3,285) |
Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents | 809,019 | (190,177) |
Cash, cash equivalents, and restricted cash equivalents | ||
Beginning | 242,781 | 406,836 |
Ending | 1,051,800 | 216,659 |
Cash paid during the year for: | ||
Income tax | 2,050 | 1,850 |
Interest expense | 103,099 | 114,409 |
Non-cash financing and investing activities | ||
Common shares issued for employees and consultants | $ 80,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Stock Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Comprehensive Income | Treasury Stock | Noncontrolling Interest | Total |
Balance at Dec. 31, 2017 | $ 11,875 | $ 14,874,924 | $ (6,634,067) | $ 743,763 | $ (9,100,000) | $ 806,761 | $ 703,256 | |
Balance, Shares at Dec. 31, 2017 | 11,874,814 | (275,347) | ||||||
Issuance of common shares | $ 10 | 79,990 | 80,000 | |||||
Issuance of common shares, Shares | 9,990 | |||||||
Stock based compensation | 5,626 | 5,626 | ||||||
Net loss for the year | (601,387) | (112,235) | (713,622) | |||||
Cumulative transaction adjustments | 64,994 | 64,994 | ||||||
Balance at Mar. 31, 2018 | $ 11,885 | 14,960,540 | (7,235,454) | 808,757 | $ (9,100,000) | 694,526 | 140,254 | |
Balance, Shares at Mar. 31, 2018 | 11,884,804 | (275,347) | ||||||
Stock based compensation | 10,200 | 10,200 | ||||||
Net loss for the year | (632,170) | (103,870) | (736,040) | |||||
Cumulative transaction adjustments | (134,054) | (134,054) | ||||||
Balance at Jun. 30, 2018 | $ 11,885 | 14,970,740 | (7,867,624) | 674,703 | $ (9,100,000) | 590,656 | (719,640) | |
Balance, Shares at Jun. 30, 2018 | 11,884,804 | (275,347) | ||||||
Stock based compensation | 7,577 | 7,577 | ||||||
Net loss for the year | (570,809) | (116,491) | (687,300) | |||||
Cumulative transaction adjustments | (12,040) | (12,040) | ||||||
Balance at Sep. 30, 2018 | $ 11,885 | 14,978,317 | (8,438,433) | 662,663 | $ (9,100,000) | 474,165 | (1,411,403) | |
Balance, Shares at Sep. 30, 2018 | 11,884,804 | (275,347) | ||||||
Balance at Dec. 31, 2018 | $ 11,885 | 14,983,714 | (12,209,446) | 655,851 | $ (9,100,000) | 317,610 | (5,340,386) | |
Balance, Shares at Dec. 31, 2018 | 11,884,804 | (275,347) | ||||||
Issuance of common shares to BioKey | $ 1,642 | 692,577 | 694,219 | |||||
Issuance of common shares to BioKey, Shares | 1,642,291 | |||||||
Issuance of common shares to BioLite | $ 4,167 | (4,167) | ||||||
Issuance of common shares to BioLite, Shares | 4,166,530 | |||||||
Issuance common stock for consulting service | ||||||||
Stock based compensation | 8,550 | 8,550 | ||||||
Net loss for the year | (791,671) | (81,646) | (873,317) | |||||
Cumulative transaction adjustments | (15,412) | (15,412) | ||||||
Balance at Mar. 31, 2019 | $ 17,694 | 15,680,674 | (13,001,117) | 640,439 | $ (9,100,000) | 235,964 | (5,526,346) | |
Balance, Shares at Mar. 31, 2019 | 17,693,625 | (275,347) | ||||||
Balance at Dec. 31, 2018 | $ 11,885 | 14,983,714 | (12,209,446) | 655,851 | $ (9,100,000) | 317,610 | (5,340,386) | |
Balance, Shares at Dec. 31, 2018 | 11,884,804 | (275,347) | ||||||
Balance at Sep. 30, 2019 | $ 19,478 | (4,289,060) | 28,180,123 | (14,773,552) | 628,941 | $ (9,100,000) | 64,261 | 730,191 |
Balance, Shares at Sep. 30, 2019 | 19,477,504 | (275,347) | ||||||
Balance at Mar. 31, 2019 | $ 17,694 | 15,680,674 | (13,001,117) | 640,439 | $ (9,100,000) | 235,964 | (5,526,346) | |
Balance, Shares at Mar. 31, 2019 | 17,693,625 | (275,347) | ||||||
Issuance of common shares | $ 429 | 2,999,571 | 3,000,000 | |||||
Issuance of common shares, Shares | 428,571 | |||||||
Stock based compensation | 7,800 | 7,800 | ||||||
Net loss for the year | (557,577) | (56,877) | (614,453) | |||||
Cumulative transaction adjustments | (8,429) | (8,429) | ||||||
Balance at Jun. 30, 2019 | $ 18,123 | 18,688,045 | (13,558,694) | 632,010 | $ (9,100,000) | 179,087 | (3,141,428) | |
Balance, Shares at Jun. 30, 2019 | 18,122,196 | (275,347) | ||||||
Issuance of common shares | $ 1,355 | (4,289,060) | 9,486,339 | 5,198,634 | ||||
Issuance of common shares, Shares | 1,355,308 | |||||||
Stock based compensation | 5,739 | 5,739 | ||||||
Net loss for the year | (1,214,859) | (114,826) | (1,329,685) | |||||
Cumulative transaction adjustments | (3,069) | (3,069) | ||||||
Balance at Sep. 30, 2019 | $ 19,478 | $ (4,289,060) | $ 28,180,123 | $ (14,773,552) | $ 628,941 | $ (9,100,000) | $ 64,261 | $ 730,191 |
Balance, Shares at Sep. 30, 2019 | 19,477,504 | (275,347) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS American BriVision (Holding) Corporation (the "Company" or "Holding entity"), a Nevada corporation, through the Company's operating entity, American BriVision Corporation (the "BriVision"), which was incorporated in July 2015 in the State of Delaware, engages in biotechnology and focuses on the development of new drugs and innovative medical devices to fulfill unmet medical needs. The business model of the Company is to integrate research achievements from world-famous institutions (such as Memorial Sloan Kettering Cancer Center ("MSKCC") and MD Anderson Cancer Center), conduct clinical trials of translational medicine for Proof of Concept ("POC"), out-license to international pharmaceutical companies, and exploit global markets. BriVision had to predecessor operations prior to its formation on July 21, 2015. Reverse Merger On February 8, 2016, a Share Exchange Agreement (the "Share Exchange Agreement") was entered into by and among American BriVision (Holding) Corporation, American BriVision Corporation ("BriVision"), and Euro-Asia Investment & Finance Corp. Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of the People's Republic of China ("Euro-Asia"), being the owners of record of 164,387,376 (52,336,000 pre-stock split) shares of Common Stock of the Company, and the owners of record of all of the issued share capital of BriVision (the "BriVision Stock"). Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant to the registration of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the Company issued 166,273,921(52,936,583 pre-stock split) shares (the "Acquisition Stock") (subject to adjustment for fractionalized shares as set forth below) of the Company's Common Stock to the BriVision Shareholders (or their designees), and 163,159,952 (51,945,225 pre-stock split) shares of the Company's Common Stock owned by Euro-Asia were cancelled and retired to treasury. The Acquisition Stock collectively represented 79.70% of the issued and outstanding Common Stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100% of the issued share capital of BriVision in a reverse merger (the "Merger"). Pursuant to the Merger, all of the issued and outstanding common shares of BriVision were converted, at an exchange ratio of 0.2536-for-1, into an aggregate of 166,273,921(52,936,583pre-stock split) common shares of the Company and BriVision had become a wholly owned subsidiary of the Company. The holders of Company's Common Stock as of immediately prior to the Merger held an aggregate of 205,519,223(65,431,144 pre-stock split) shares of Company's Common Stock. Because of the exchange of the BriVision Stock for the Acquisition Stock (the "Share Exchange"), BriVision had become a wholly owned subsidiary (the "Subsidiary") of the Company and there was a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement. Upon the consummation of the Share Exchange, BriVision became our wholly owned subsidiary of the Company. Following the Share Exchange, we have abandoned our prior business plan and we are now pursuing BriVision's historically proposed businesses, which focus on the development of new drugs and innovative medical devices to fulfill unmet medical needs. The business model of the Company is to integrate research achievements from world-famous institutions, conduct clinical trials of translational medicine for Proof of Concept ("POC"), out-license to international pharmaceutical companies, and explore global markets. Accounting Treatment of the Reverse Merger For financial reporting purposes, the Share Exchange represents a "reverse merger" rather than a business combination and BriVision is deemed the accounting acquirer in the transaction. The Share Exchange is being accounted for as a reverse-merger and recapitalization. BriVision is the acquirer for financial reporting purposes and the Company is the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Share Exchange will be those of BriVision and recorded at the historical cost basis of BriVision. In addition, the consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of the Company and BriVision, and the historical operations of BriVision and operations of the Combined Company from the closing date of the Share Exchange. Merger On February 8, 2019, the Company, BioLite Holding, Inc. ("BioLite"), BioKey, Inc. ("BioKey"), BioLite Acquisition Corp., a direct wholly-owned subsidiary of Parent ("Merger Sub 1"), and BioKey Acquisition Corp., a direct wholly-owned subsidiary of Parent ("Merger Sub 2") (collectively referred to as the "Parties") completed the business combination pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of January 31, 2018 where ABVC acquired BioLite and BioKey via issuing additional Common Stock of ABVC to the shareholders of BioLite and BioKey. Pursuant to the terms of the Merger Agreement, BioLite and BioKey became two wholly-owned subsidiaries of the Company on February 8, 2019. ABVC issued an aggregate of 104,558,777 shares (prior to the reverse stock split in 2019) to the shareholders of both BioLite and BioKey under a registration statement on Form S-4 (file number 333-226285), which became effective by operation of law on or about February 5, 2019. BioLite Holding, Inc. (the "BioLite Holding") was incorporated under the laws of the State of Nevada on July 27, 2016. BioLite BVI, Inc. (the "BioLite BVI"), a wholly owned subsidiary of BioLite Holding, was incorporated in the British Virgin Islands on September 13, 2016. BioLite Holding and BioLite BVI are holding companies and have not carried out substantive business operations of their own. BioLite, Inc., (the "BioLite Taiwan") was incorporated on February 13, 2006 under the laws of Taiwan. BioLite is in the business of developing and commercialization of new botanical drugs with application in central nervous system, autoimmunity, inflammation, hematology, and oncology. In addition, BioLite Taiwan distributes dietary supplements made from extracts of Chinese herbs and Maitake mushroom. In January 2017, BioLite Holding, BioLite BVI, BioLite Taiwan, and certain shareholders of BioLite Taiwan entered into a share purchase / exchange agreement (the "BioLite Share Purchase / Exchange Agreement"). Pursuant to the BioLite Share Purchase / Exchange Agreement, the shareholder participants to the BioLite Share Purchase / Exchange Agreement have sold their equity in BioLite Taiwan and were using the proceeds from such sales to purchase shares of Common Stock of BioLite Holding at the same price per share, resulting in their owning the same number of shares of Common Stock as they owned in the BioLite Taiwan. Upon closing of the Share Purchase/ Exchange Agreement in August 2017, BioLite Holding ultimately owns via BioLite BVI approximately 73% of BioLite Taiwan. The other shareholders who did not enter this Share Purchase/ Exchange Agreement retain their equity ownership in BioLite Taiwan. BioKey, Inc. was incorporated on August 9, 2000 in the State of California. It is engaged primarily in research and development, manufacturing, and distribution of generic drugs and nutraceuticals with strategic partners. BioKey provides a wide range of services, including, API characterization, pre-formulation studies, formulation development, analytical method development, stability studies, IND/NDA/ANDA/510K submissions, and manufacturing clinical trial materials (phase 1 through phase 3) and commercial manufacturing. It also licenses out its technologies and initiates joint research and development processes with other biotechnology, pharmaceutical, and nutraceutical companies. Accounting Treatment of the Merger The Company adopted ASC 805, "Business Combination" to record the merger transactions of |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (the “U.S. GAAP”). All significant intercompany transactions and account balances have been eliminated. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars. Fiscal Year The Company changed its fiscal year from the period beginning on October 1st and ending on September 30th to the period beginning on January 1st and ending on December 31st, beginning January 1, 2018. All references herein to a fiscal year prior to December 31, 2017 refer to the twelve months ended September 30th of such year. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. Inventory Inventory consists of raw materials, work-in-process, finished goods, and merchandise. Inventories are stated at the lower of cost or market and valued on a moving weighted average cost basis. Market is determined based on net realizable value. The Company periodically reviews the age and turnover of its inventory to determine whether any inventory has become obsolete or has declined in value, and incurs a charge to operations for known and anticipated inventory obsolescence. Reclassifications Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. Forward Stock Split On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 and increase the number of our authorized shares of Common Stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. Stock Reverse Split On March 12, 2019, the Board of Directors of the Company by unanimous written consent in lieu of a meeting approved to i) effect a stock reverse split at the ratio of 1-for-18 (the “Reverse Split”) of both the authorized common stock of the Company (the “Common Stock”) and the issued and outstanding Common Stock and ii) to amend the articles of incorporation of the Company to reflect the Reverse Split. The Board approved and authorized the Reverse Split without obtaining approval of the Company’s shareholders pursuant to Section 78.207 of Nevada Revised Statutes. On May 3, 2019, the Company filed a certificate of amendment to the Company’s articles of incorporation (the “Amendment”) to effect the Reverse Split with the Secretary of State of Nevada. The Financial Industry Regulatory Authority (“FINRA”) informed the Company that the Reverse Split was effective on May 8, 2019. All shares and related financial information in this Form 10-Q reflect this 1-for-18 reverse stock split. Fair Value Measurements FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows: ● Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. ● Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability. The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, inventory, prepaid expenses and other current assets, accounts payable, accrued liabilities, and due to related parties approximate fair value due to their relatively short maturities. The carrying value of the Company’s short-term bank loan, convertible notes payable, and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short. The carrying value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market rates that the Company could obtain for debt with similar terms and maturities. Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of September 30, 2019 and December 31, 2018, the Company’s cash and cash equivalents amounted $1,035,678 and $226,688, respectively. Some of the Company’s cash deposits are held in financial institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. Restricted Cash Equivalents Restricted cash equivalents primarily consist of cash held in a reserve bank account in Taiwan. As of September 30, 2019 and December 31, 2018, the Company’s restricted cash equivalents amounted $16,122 and $16,093 respectively. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes. Revenue Recognition During the fiscal year 2018, the Company adopted Accounting Standards Codification (“ASC”), Topic 606 (ASC 606), Revenue from Contracts with Customers, using the modified retrospective method to all contracts that were not completed as of January 1, 2018, and applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of 2018 for the cumulative effect. The results for the Company’s reporting periods beginning on and after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Based on the Company’s review of existing collaborative agreements as of January 1, 2018, the Company concluded that the adoption of the new guidance did not have a significant change on the Company’s revenue during all periods presented. Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The following are examples of when the Company recognizes revenue based on the types of payments the Company receives. Merchandise Sales — Trade discount and allowances: Product returns: To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal. Collaborative Revenues — As part of the accounting for these arrangements, the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for R&D personnel costs, discount rates and probabilities of technical and regulatory success. The Company had multiple deliverables under the collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing activities. Estimation of the performance periods of the Company’s deliverables requires the use of management’s judgment. Significant factors considered in management’s evaluation of the estimated performance periods include, but are not limited to, the Company’s experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing of future revenue recognition. (i) Nonrefundable upfront payments If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue from the related nonrefundable upfront payments based on the relative standalone selling price prescribed to the license compared to the total selling price of the arrangement. The revenue is recognized when the license is transferred to the collaboration partners and the collaboration partners are able to use and benefit from the license. To date, the receipt of nonrefundable upfront fees was solely for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative agreements. (ii) Milestone payments The Company is eligible to receive milestone payments under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners, and (b) events which do not involve the performance of the Company’s obligations under the collaborative agreement with collaboration partners. The former category of milestone payments consists of those triggered by development and regulatory activities in the territories specified in the collaborative agreements. Management concluded that each of these payments constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is nonrefundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. (iii) Multiple Element Arrangements The Company evaluates multiple element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within its control. In assessing whether an item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can provide the undelivered element(s). The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of accounting. In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the combined unit of accounting over the Company’s contractual or estimated performance period for the undelivered elements, which is typically the term of the Company’s research and development obligations. If there is no discernible pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance method, as applicable, as of the period ending date. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (1) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment required to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. (iv) Royalties and Profit Sharing Payments Under the collaborative agreement with the collaboration partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606. Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved. Revenues Derived from Research and Development Activities Services — Revenues related to research and development and regulatory activities are recognized when the related services or activities are performed, in accordance with the contract terms. The Company typically has only one performance obligation at the inception of a contract, which is to perform research and development services. The Company may also provide its customers with an option to request that the Company provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions. The Company evaluates whether these options are material rights at the inception of the contract. If the Company determines an option is a material right, the Company will consider the option a separate performance obligation. If the Company is entitled to reimbursement from its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate performance obligations if it determines that these services represent a material right. The Company also determines whether the reimbursement of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance with provisions of gross or net revenue presentation. The Company recognizes the corresponding revenues or records the corresponding offset to research and development expenses as it satisfies the related performance obligations. The Company then determines the transaction price by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration. Under the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone payments. At the start of an agreement, the Company’s transaction price usually consists of the payments made to or by the Company based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred. The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because the payments are not probable. The Company would reassess the total transaction price at each reporting period to determine if the Company should include additional payments in the transaction price. The Company receives payments from its customers based on billing schedules established in each contract. Upfront payments and fees may be recorded as advance from customers upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less. Property and Equipment Property and equipment is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives: Estimated Life in Years Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 Impairment of Long-Lived Assets The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Long-term Equity Investment The Company acquires the equity investments to promote business and strategic objectives. The Company accounts for non-marketable equity and other equity investments for which the Company does not have control over the investees as: ● Equity method investments when the Company has the ability to exercise significant influence, but not control, over the investee. Its proportionate share of the income or loss is recognized monthly and is recorded in gains (losses) on equity investments. ● Non-marketable cost method investments when the equity method does not apply. Significant judgment is required to identify whether an impairment exists in the valuation of the Company’s non-marketable equity investments, and therefore the Company considers this a critical accounting estimate. Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative analysis of its investments involves understanding the financial performance and near-term prospects of the investee, changes in general market conditions in the investee’s industry or geographic area, and the management and governance structure of the investee. Quantitative assessments of the fair value of its investments are developed using the market and income approaches. The market approach includes the use of comparable financial metrics of private and public companies and recent financing rounds. The income approach includes the use of a discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates. The Company’s assessment of these factors in determining whether an impairment exists could change in the future due to new developments or changes in applied assumptions. Other-Than-Temporary Impairment The Company’s long-term equity investments are subject to a periodic impairment review. Impairments affect earnings as follows: • Marketable equity securities include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. The Company also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in gains (losses) on equity investments. • Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gains (losses) on equity investments. Other-than-temporary impairments of equity investments were $0 for the three months and nine months ended September 30, 2019 and 2018, respectively. Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. The Company completed the required testing of goodwill for impairment as of September 30, 2019, and determined that goodwill was impaired because of the current financial condition of the Company and the Company’s inability to generate future operating income without substantial sales volume increases, which are highly uncertain. Furthermore, the Company anticipates future cash flows indicate that the recoverability of goodwill is not reasonably assured. Research and Development Expenses The Company accounts for the cost of using licensing rights in research and development cost according to ASC Topic 730-10-25-1. This guidance provides that absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses when incurred. For CDMO business unit, the Company accounts for R&D costs in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development (“ASC 730”). Research and development expenses are charged to expense as incurred unless there is an alternative future use in other research and development projects or otherwise. Research and development expenses are comprised of costs incurred in performing research and development activities, including personnel-related costs, facilities-related overhead, and outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and preclinical materials, research costs, and other consulting services. Non-refundable advance payment for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. In instances where the Company enters into agreements with third parties to provide research and development services, costs are expensed as services are performed. Post-retirement and post-employment benefits The Company’s subsidiaries in Taiwan adopted the government mandated defined contribution plan pursuant to the Labor Pension Act (the “Act”) in Taiwan. Such labor regulations require that the rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6% of the worker’s monthly salaries. Pursuant to the Act, the Company makes monthly contribution equal to 6% of employees’ salaries to the employees’ pension fund. The Company has no legal obligation for the benefits beyond the contributions made. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | 3. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since its inception resulting in an accumulated deficit of $14,773,552 and $12,209,446 as of September 30, 2019 and December 31, 2018, respectively, and incurred net loss of $2,817,454 and $2,136,962 for the nine months ended September 30, 2019 and 2018, respectively. The Company also had working capital deficient of $4,170,357 and $10,421,310 at September 30, 2019 and December 31, 2018, respectively. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company upon signing of that agreement. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities (2) short-term and long-term borrowings from banks and third-parties, and (3) short-term borrowings from stockholders or other related party(ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations. |
Collaborative Agreements
Collaborative Agreements | 9 Months Ended |
Sep. 30, 2019 | |
Collaborative Agreements [Abstract] | |
COLLABORATIVE AGREEMENTS | 4. COLLABORATIVE AGREEMENTS Collaborative agreements with BHK (i) On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the "BHK") entered into a co-development agreement, (the "BHK Co-Development Agreement"), pursuant to which it is collaborative with BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer (TNBC) Combination Therapy (BLI-1401-2 Products) in Asian countries excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers. The development costs shall be shared 50/50 between BHK and the Company. The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of the Product in in Asia excluding Japan. On July 27, 2016, BioLite Taiwan and BHK agreed to amend the payment terms of the milestone payment in an aggregate amount of $10 million based on the following schedule: ● Upon the signing of the BHK Co-Development Agreement: $1 million, or 10% of total payment ● Upon the first Investigational New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement: $1 million, or 10% of total payment ● At the completion of first phase II clinical trial: $1 million, or 10% of total payment ● At the initiation of phase III of clinical trial research: $3 million, or 30% of total payment ● Upon the New Drug Application (NDA) submission: $4 million, or 40% of total payment In December 2015, BHK has paid a non-refundable upfront cash payment of $1 million, or 10% of $10,000,000, upon the signing of BHK Co-Development Agreement. The Company concluded that the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized this cash receipt as collaboration revenue when all research, technical, and development data was delivered to BHK in 2015. The receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this collaborative agreement was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this collaborative agreement. In August 2016, the Company has received the second milestone payment of NT$31,649,000, approximately equivalent to $1 million, and recognized collaboration revenue for the year ended December 31, 2016. As of the date of this report, the Company has not completed the first phase II clinical trial. In addition to the milestone payments, BioLite Taiwan is entitled to receive royalty on 12% of BHK's net sales related to BLI-1401-2 Products. As of September 30, 2019 and 2018, the Company has not earned the royalty under the BHK Co-Development Agreement. (ii) On December 9, 2015, BioLite Taiwan entered into another two collaborative agreements (the "BHK Collaborative Agreements"), pursuant to which it is collaborative with BHK to co-develop and commercialize BLI-1005 for "Targeting Major Depressive Disorder" (BLI-1005 Products) and BLI-1006 for "Targeting Inflammatory Bowel Disease" (BLI-1006 Products) in Asia excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers. The development costs shall be shared 50/50 between BHK and the Company. The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of the Product in in Asia excluding Japan. In 2015, the Company recognized the cash receipt in a total of NT$50 million, approximately equivalent to $1.6 million, as collaboration revenue when all research, technical, and development data was delivered to BHK. The Company concluded that the deliverables are considered separate units of accounting as the delivered items have value to the customer on a standalone basis and recognized this payment as collaboration revenue when all research, technical, data and development data was delivered to BHK. The cash receipt is for the compensation of past research efforts and contributions made by BioLite Taiwan before this BHK Collaborative Agreements was signed and it does not relate to any future commitments made by BioLite Taiwan and BHK in this BHK Collaborative Agreements. In addition to the total of NT$50 million, approximately equivalent to $1.60 million, BioLite Taiwan is entitled to receive 50% of the future net licensing income or net sales profit. As of September 30, 2019 and 2018, the Company has not earned the royalty under the BHK Collaborative Agreements. Co-Development agreement with Rgene Corporation, a related party On May 26, 2017, American BriVision Corporation entered into a co-development agreement (the "Co-Dev Agreement") with Rgene Corporation (the "Rgene"), a related party under common control by controlling beneficiary shareholder of YuanGene Corporation and the Company (See Note 11). Pursuant to Co-Dev Agreement, BriVision and Rgene agreed to co-develop and commercialize certain products that are included in the Sixth Product as defined in the Addendum. Under the terms of the Co-Dev Agreement, Rgene should pay the Company $3,000,000 in cash or stock of Rgene with equivalent value by August 15, 2017. The payment is for the compensation of BriVision's past research efforts and contributions made by BriVision before the Co-Dev Agreement was signed and it does not relate to any future commitments made by BriVision and Rgene in this Co-Dev Agreement. Besides of $3,000,000, the Company is entitled to receive 50% of the future net licensing income or net sales profit earned by Rgene, if any, and any development cost shall be equally shared by both BriVision and Rgene. On June 1, 2017, the Company has delivered all research, technical, data and development data to Rgene. Since both Rgene and the Company are related parties and under common control by a controlling beneficiary shareholder of Yuangene Corporation and the Company, the Company has recorded the full amount of $3,000,000 in connection with the Co-Dev Agreement as additional paid-in capital during the year ended September 30, 2017. During the year ended December 31, 2017, the Company has received $450,000 in cash. On December 24, 2018, the Company received the remaining balance of $2,550,000 in the form of newly issued shares of Rgene's Common Stock, at the price of NT$50 (approximately equivalent to $1.60 per share), for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December 31, 2018. During the year ended December 31, 2018, the Company has recognized investment loss of $549. On December 31, 2018, the Company has determined to fully write off this investment based on the Company's assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee, adverse changes in market conditions and the regulatory or economic environment, changes in operating structure of Rgene, additional funding requirements, and Rgene's ability to remain in business. However, all projects that have been initiated and scheduled will be continuously managed and supported by the Company and Rgene. Collaborative agreement with BioFirst Corporation, a related party On July 24, 2017, American BriVision Corporation entered into a collaborative agreement (the "BioFirst Collaborative Agreement") with BioFirst Corporation ("BioFirst"), pursuant to which BioFirst granted the Company the global licensing right for medical use of the product (the "Product"): BFC-1401 Vitreous Substitute for Vitrectomy. BioFirst is a related party to the Company because a controlling beneficiary shareholder of Yuangene Corporation and the Company is one of the directors and Common Stock shareholders of BioFirst (See Note 11). Pursuant to the BioFirst Collaborative Agreement, the Company will co-develop and commercialize the Product with BioFirst and pay BioFirst in a total amount of $3,000,000 in cash or stock of the Company before September 30, 2018. The amount of $3,000,000 is in connection with the compensation for BioFirst's past research efforts and contributions made by BioFirst before the BioFirst Collaborative Agreement was signed and it does not relate to any future commitments made by BioFirst and BriVision in this BioFirst Collaborative Agreement. In addition, the Company is entitled to receive 50% of the future net licensing income or net sales profit, if any, and any development cost shall be equally shared by both BriVision and BioFirst. On September 25, 2017, BioFirst has delivered all research, technical, data and development data to BriVision. The Company determined to fully expense the entire amount of $3,000,000 since currently the related licensing rights do not have alternative future uses. According to ASC 730-10-25-1, absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses immediately. Hence, the entire amount of $3,000,000 is fully expensed as research and development expense during the year ended September 30, 2017. On June 30, 2019, BriVision entered into a Stock Purchase Agreement (the "Purchase Agreement") with BioFirst Corporation ("BioFirst"). Pursuant to the Purchase Agreement, the Company issued 428,571 shares of the Company's common stock (the "Shares") to BioFirst in consideration for $3,000,000 owed by the Company to BioFirst (the "Total Payment") in connection with a certain collaborative agreement between the Company and BioFirst dated July 24, 2017 (the "Collaborative Agreement"). Pursuant to the Collaborative Agreement, BioFirst granted the Company the global licensing right to co-develop BFC-1401 or ABV-1701 Vitreous Substitute for Vitrectomy for medical purposes in consideration for the Total Payment. On August 5, 2019, BriVision entered into a Stock Purchase Agreement (the "Purchase Agreement") with BioFirst Corporation ("BioFirst"). Pursuant to the Purchase Agreement, the Company issued 414,702 shares of the Company's common stock (the "Shares") to BioFirst in consideration for $2,902,911 owed by the Company to BioFirst (the "Total Payment") in connection with a sunk payments that were due to related party prior to the conversion. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 5. INVENTORY Inventory consists of the following: September 30, December 31, (Unaudited) Merchandise $ - $ 1,318 Finished goods 91,341 100,736 Work-in-process 19,937 20,243 Raw materials 55,835 56,691 Allowance for inventory valuation and obsolescence loss (167,113 ) (177,670 ) Inventory, net $ - $ 1,318 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2019 and December 31, 2018 are summarized as follows: September 30, December 31, (UNAUDITED) Land $ 357,927 $ 363,416 Buildings and leasehold improvements 2,220,943 290,403 Machinery and equipment 962,296 87,356 Office equipment 193,220 21,292 Subtotal 3,734,386 762,467 Less: accumulated depreciation (3,219,937 ) (252,401 ) Property and equipment, net $ 514,449 $ 510,066 Depreciation expenses were $14,262 and $10,569 for the three months ended September 30, 2019 and 2018, respectively. Depreciation expenses were $43,893 and $33,240 for the nine months ended September 30, 2019 and 2018, respectively. |
Long-Term Investments
Long-Term Investments | 9 Months Ended |
Sep. 30, 2019 | |
Long-Term Investment [Abstract] | |
LONG-TERM INVESTMENTS | 7. LONG-TERM INVESTMENTS (1) The ownership percentages of each investee are listed as follows: Ownership percentage September 30, December 31, Accounting Name of related party 2019 2018 treatments Braingenesis Biotechnology Co., Ltd. 0.17 % 0.17 % Cost Method Genepharm Biotech Corporation 0.72 % 0.72 % Cost Method BioHopeKing Corporation 9.71 % 7.13 % Cost Method BioFirst Corporation 16.14 % 15.84 % Equity Method Rgene Corporation 31.63 % 31.62 % Equity Method (2) The extent the investee relies on the company for its business are summarized as follows: Name of related party The extent the investee relies on the Company for its business Braingenesis Biotechnology Co., Ltd. No specific business relationship Genepharm Biotech Corporation No specific business relationship BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs BioFirst Corporation Loaned from the investee and provides research and development support service Rgene Corporation Collaborating with the Company to develop and commercialize drugs (3) Long-term investment mainly consists of the following: September 30, December 31, Non-marketable Cost Method Investments, net (Unaudited) Braingenesis Biotechnology Co., Ltd. $ 7,213 $ 7,213 Genepharm Biotech Corporation 22,021 22,021 BioHopeKing Corporation 1,926,067 1,956,429 Sub total 1,955,301 1,985,663 Equity Method Investments, net BioFirst Corporation 1,315,109 1,502,506 Rgene Corporation - - Total $ 3,270,410 $ 3,488,169 (a) BioFirst Corporation (the “BioFirst): The Company holds an equity interest in BioFirst Corporation, (the “BioFirst”), accounting for its equity interest using the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Equity method adjustments include the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method. As of September 30, 2019 and December 31, 2018, the Company owns 16.14% and 15.84% common stock shares of BioFirst, respectively. Summarized financial information for the Company's equity method investee, BioFirst, is as follows: Balance Sheet September 30, December 31, 2018 (Unaudited) Current Assets $ 1,239,738 $ 7,551,898 Noncurrent Assets 7,243,928 1,608,460 Current Liabilities 1,903,098 1,648,206 Noncurrent Liabilities 25,880 - Shareholders' Equity 6,554,688 7,512,152 Statement of operation Nine Months Ended 2019 2018 (Unaudited) Net sales $ 32,235 $ 33,304 Gross profit 5,048 6,590 Net loss (842,838 ) (766,425 ) Share of losses from investments accounted for using the equity method (182,113 ) (164,649 ) (b) Rgene Corporation (the “Rgene”) Both Rgene and the Company are under common control by Dr. Tsung-Shann Jiang, the CEO and chairman of the Company. Since Dr. Tsung-Shann Jiang is able to exercise significant influence, but not control, over the Rgene, the Company determined to use the equity method to accounts for its equity investment as prescribed in ASC 323, Investments—Equity Method and Joint Ventures (“ASC 323”). Equity method adjustments include the Company’s proportionate share of investee’s income or loss and other adjustments required by the equity method. As of September 30, 2019 and December 31, 2018, the Company owns 31.63% and 31.62% Common Stock shares of Rgene, respectively. Summarized financial information for the Company’s equity method investee, Rgene, is as follows: Balance Sheets September 30, December 31, (Unaudited) Current Assets $ 29,869 $ 98,168 Noncurrent Assets 93,031 14,779 Current Liabilities 324,694 261,685 Noncurrent Liabilities 4,565 - Shareholders’ Equity (Deficit) (206,359 ) (148,738 ) Statement of operations Nine Months Ended 2019 2018 (Unaudited) Net sales $ - $ - Gross Profit - - Net loss (59,717 ) (191,534 ) Share of loss from investments accounted for using the equity method - N/A (4) Disposition of long-term investment During the year ended December 31, 2018, the Company sold 552,000 shares of common stock of BioHopeKing Corporation (the “BHK”) at prices ranging from NT$25, equivalent $0.82, to NT$32, equivalent $1.05, to two directors of BHK and 25 individuals. As a result of the transactions, the Company recognized investment loss of $395,476 for the same period. On October 15, 2018 and November 2, 2018, the Company subsequently purchased an aggregate of 200,000 and 366,200 shares of common stock of BHK at NT$10, equivalent to $0.33, and NT$50, equivalent $1.64, from one of directors of BHK and eleven shareholders of BHK, respectively. The percentage of ownership accordingly increased to 7.13% as of September 30, 2019 and December 31, 2018. (5) Losses on Equity Investments The components of losses on equity investments for each period were as follows: Nine Months Ended 2019 2018 (Unaudited) Share of equity method investee losses $ (182,113 ) $ (164,649 ) Impairments - - Total losses on equity investments $ (182,113 ) $ (164,649 ) |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | 8. CONVERTIBLE NOTES PAYABLE On May 9, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Yu and Wei Note”) in an aggregate principal amount of $300,000 to Guoliang Yu and Yingfei Wei Family Trust (the “Yu and Wei”), pursuant to which the Company received $300,000. The Yu and Wei Note bears interest at 8% per annum. The Company shall pay to the Yu and Wei an amount in cash representing all outstanding principal and accrued and unpaid interest on the Eighteenth (18) month anniversary of the issuance date of the Yu and Wei Note, which is on November 8, 2019. In the event that the Company raises gross proceeds from the sale of its common stock of at least $5,000,000 (an “Equity Offering”) then within five days of the closing for such offering, the Company must repay the outstanding amount of this Yu and Wei Note. At any time from the date hereof until this Yu and Wei Note has been satisfied, the Yu and Wei may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80% of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering of the Company in an amount exceeding $500,000 that occurs when any part of the Yu and Wei Note is outstanding, subject to adjustments set forth in the Yu and Wei Note. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Yu and Wei Note as of September 30, 2019 and December 31, 2018. On June 27, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Keypoint Note”) in the aggregate principal amount of $250,000 to Keypoint Technology Ltd. (“Keypoint”), a related party, pursuant to which the Company received $250,000. The Keypoint Note bears interest at 8% per annum. The Company shall pay to the Keypoint an amount in cash representing all outstanding principal and accrued and unpaid interest on the Eighteenth (18) month anniversary of the issuance date of the Keypoint Note, which is on December 26, 2019. In the event that the Company raises gross proceeds from the sale of its common stock of at least $5,000,000 (an “Equity Offering”) then within five days of the closing for such offering, the Company must repay the outstanding amount of this Keypoint Note. At any time from the date hereof until this Keypoint Note has been satisfied, Keypoint may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80% of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering of the Company in an amount exceeding $500,000 that occurs when any part of the Keypoint Note is outstanding, subject to adjustments set forth in the Keypoint Note. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Keypoint Note as of September 30, 2019 and December 31, 2018. On August 25, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Odaira Note”) in the aggregate principal amount of $250,000 to the Company’s director, Yoshinobu Odaira. (“Odaira), pursuant to which the Company received $250,000 on November 29, 2018. The Odaira Note bears interest at 8% per annum. The Company shall pay to the Odaira an amount in cash representing all outstanding principal and accrued and unpaid interest on the Eighteenth (18) month anniversary of the issuance date of the Odaira Note, which is on February 24, 2020. In the event that the Company raises gross proceeds from the sale of its common stock of at least $5,000,000 (an “Equity Offering”) then within five days of the closing for such offering, the Company must repay the outstanding amount of this Odaira Note. At any time from the date hereof until this Odaira Note has been satisfied, Odaira may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80% of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering of the Company in an amount exceeding $500,000 that occurs when any part of the Odaira Note is outstanding, subject to adjustments set forth in the Odaira Note. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Odaira Note as of September 30, 2019 and December 31, 2018. On May 30, 2019 and July 11, 2019, the Company issued 2 twelve-month term unsecured convertible promissory notes (the “Kuo Note”) in an aggregate principal amount of $250,000 to Kuo Sheng Lung (the “Kuo”), pursuant to which the Company received $160,000 on May 30, 2019 and $90,000 on July 11, 2019. The Kuo Note bears interest at 20% per annum. The Company shall pay to the Kuo an amount in cash representing all outstanding principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the Kuo Note, which is on May 29, 2020 and July 10, 2020. At any time from the date hereof until this Kuo Note has been satisfied, the kuo may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Kuo Note as of September 30, 2019. On July 10, 2019, the Company issued a twelve-month term unsecured convertible promissory note (the “NEA Note”) in an aggregate principal amount of $250,000 to New Eastern Asia (the “NEA”), pursuant to which the Company received $250,000 on July 10, 2019. The NEA Note bears interest at 20% per annum. The Company shall pay to the NEA an amount in cash representing all outstanding principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the NEA Note, which is on July 9, 2020. At any time from the date hereof until this NEA Note has been satisfied, the NEA may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the NEA Note as of September 30, 2019. On August 28, 2019, the Company issued a twelve-month term unsecured convertible promissory note (the “KLS Note”) in an aggregate principal amount of $200,000 to Kuo Li Shen (the “KLS”), pursuant to which the Company received $200,000 on August 28, 2019. The KLS Note bears interest at 20% per annum. The Company shall pay to the KLS an amount in cash representing all outstanding principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the KLS Note, which is on August 27, 2020. At any time from the date hereof until this KLS Note has been satisfied, the KLS may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the KLS Note as of September 30, 2019. On September 4, 2019, the Company issued 3 twelve-month term unsecured convertible promissory note (the “C.L.L. Note”) in an aggregate principal amount of $257,500 to Chang Ping Shan, Lin Shan Tyan, and Liu Ching Hsuan (the “C.L.L.”), pursuant to which the Company received $257,500 on Sept 4, 2019. The C.L.L. Note bears interest at 20% per annum. The Company shall pay to the C.L.L. an amount in cash representing all outstanding principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the C.L.L. Note, which is on Sept 3, 2020. At any time from the date hereof until this C.L.L. Note has been satisfied, the C.L.L. may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company’s common stock at a conversion price (the “Conversion Price”) equal to the lower of (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the C.L.L. Note as of September 30, 2019. As of September 30, 2019 and December 31, 2018, the aggregate carrying values of the convertible debentures were $1,757,500 and $800,000, respectively; and accrued convertible interest was $109,106 and $27,467, respectively. Total interest expenses in connection with the above convertible notes payable were $18,755 and $3,567 for the three months ended September 30, 2019 and 2018, respectively. Total interest expenses in connection with the above convertible notes payable were $53,510 and $7,134 for the nine months ended September 30, 2019 and 2018, respectively. |
Bank Loans
Bank Loans | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern (Textual) | |
BANK LOANS | 9. BANK LOANS (1) Short-term bank loan consists of the following: September 30, December 31, 2019 2018 Cathay United Bank $ 241,500 $ 245,250 CTBC Bank 644,000 654,000 Cathay Bank 1,000,000 - Total $ 1,885,500 $ 899,250 Cathay United Bank On June 28, 2016, BioLite Taiwan and Cathay United Bank entered into a one-year bank loan agreement (the “Cathay United Loan Agreement”) in an amount of NT$7,500,000, equivalent to $241,500. The term started June 28, 2016 with maturity date at June 28, 2017. The loan balance bears interest at a floating rate of prime rate plus 1.15%. The prime rate is based on term deposit saving interest rate of Cathay United Bank. On September 6, 2017, BioLite Taiwan extended the Cathay United Loan Agreement for one year, which was due on September 6, 2018, with the principal amount of NT$7,500,000, equivalent to $241,500. On October 1, 2018, BioLite Taiwan extended the Cathay United Loan Agreement with the same principal amount of NT$7,500,000, equivalent to $241,857 for one year, which is due on September 6, 2019. As of September 30, 2019 and December 31, 2018, the effective interest rates per annum were 2.22%. The loan is collateralized by the building and improvement of BioLite Taiwan, and is also personal guaranteed by the Company’s chairman. Interest expenses were $1,351 and $1,402 for the three months ended September 30, 2019 and 2018, respectively. Interest expenses were $4,025 and $4,175 for the nine months ended September 30, 2019 and 2018, respectively. CTBC Bank On June 12, 2017 and July 19, 2017, BioLite Taiwan and CTBC Bank entered into short-term saving secured bank loan agreements (the “CTBC Loan Agreements”) in an amount of NT$10,000,000, equivalent to $322,000, and NT$10,000,000, equivalent to $322,000, respectively. Both two loans with the same maturity date at January 19, 2018. In February 2018, BioLite Taiwan combined two loans and extended the loan contract with CTBC for one year. On January 18, 2019, BioLite Taiwan and CTBC Bank agreed to extend the loan with a new maturity date, which is July 18, 2019. The loan balances bear interest at a fixed rate of 1.63% per annum. The loan is secured by the money deposited in a savings account with the CTBC Bank. This loan is also personal guaranteed by the Company’s chairman and BioFirst. Interest expenses were $2,646 and $2,297 for the three months ended September 30, 2019 and 2018, respectively. Interest expenses were $7,879 and $8,270 for the nine months ended September 30, 2019 and 2018, respectively. Cathay Bank On January 21, 2019, the Company received a loan in the amount of $500,000 from Cathay Bank (the “Bank”) pursuant to a business loan agreement (the “Loan Agreement”) entered by and between the Company and Bank on January 8, 2019 and a promissory note (the “Note”) executed by the Company on the same day. The Loan Agreement provides for a revolving line of credit in the principal amount of $1,000,000 with a maturity date (the “Maturity Date”) of January 1, 2020. The Note executed in connection with the Loan Agreement bears an interest rate (the “Regular Interest Rate”) equal to the sum of one percent (1%) and the prime rate as published in the Wall Street Journal (the “Index”) and the accrued interest shall become payable each month from February 1, 2019. Pursuant to the Note, the Company shall pay the entire outstanding principal plus accrued unpaid interest on the Maturity Date and may prepay portion or all of the Note before the Maturity Date without penalty. If the Company defaults on the Note, the default interest rate shall become five percent (5%) plus the Regular Interest Rate. After the completion of Merger, the Company had updated relevant documents with the state of California and is working with the Bank to revise its internal records and reviewing the Company’s request for loan extension. In connection with the Note and Loan Agreement, on January 8, 2019, each of Dr. Tsung Shann Jiang and Dr. George Lee, executed a commercial guaranty (the “Guaranty”) to guaranty the loans for the Company pursuant to the Loan Agreement and Note, severally and individually, in the amount not exceeding $500,000 each until the entire Note plus interest are fully paid and satisfied. Dr. Tsung Shann Jiang is the Chairman and Chief Executive Officer of BioLite Holding, Inc. and Dr. George Lee serves as the Chairman of the board of directors of BioKey, Inc, which became a wholly-owned subsidiaries of the Company effective by operation of law on or about February 5, 2019. In addition, on January 8, 2019, each of the Company and BriVision, a wholly-owned subsidiary of the Company, signed a commercial security agreement (the “Security Agreement”) to secure the loans under the Loan Agreement and the Note. Pursuant to the Security Agreements, each of the Company and BriVision (each, a “Grantor”, and collectively, the “Grantors”) granted security interest in the collaterals as defined therein, comprised of almost all of the assets of each Grantor, to secure such loans for the benefit of the Bank. Interest expenses were $16,899 and $0 for the three months ended September 30, 2019 and 2018, respectively. Interest expenses were $42,632 and $0 for the nine months ended September 30, 2019 and 2018, respectively. (2) Long-term bank loan consists of the following: September 30, December 31, 2019 2018 Cathay United Bank $ 22,547 $ 55,092 Less: current portion of long-term bank loan (22,547 ) (39,835 ) Total $ - $ 15,257 On April 30, 2010, BioLite Taiwan entered a seven-year bank loan of NT$8,900,000, equivalent to $288,360, with Cathay United Bank. The term started April 30, 2010 with maturity date at April 30, 2017. On April 30, 2017, BioLite Taiwan extended the original loan agreement for additional three years with the new maturity date at April 30, 2020. The loan balance bears interest at a floating rate of prime rate plus variable rates from 0.77% to 1.17%. The prime rate is based on term deposit saving interest rate of Cathay United Bank. As of June 30, 2019 and 2018, the actual interest rates per annum were 2.24%. The loan is collateralized by the building and improvement of BioLite Taiwan, and is also personal guaranteed by the Company’s chairman. Interest expenses were $163 and $409 for the three months ended September 30, 2019 and 2018, respectively. Interest expenses were $745 and $1,375 for the nine months ended September 30, 2019 and 2018, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 10. NOTES PAYABLE On November 27, 2017, BioLite Taiwan and Cheng-Chi International Co., Ltd., a Taiwan company, entered into a promissory note for borrowing an aggregate amount of NT$6,000,000, equivalent to $196,200, for the period from November 27, 2017 to January 11, 2018. The principal of promissory note bore interest at 12% per annum. This promissory note was secured by 700,000 Common Stock shares of ABVC and was also personal guaranteed by the Chairman of BioLite Taiwan. On January 11, 2018, the principal and accrued interest totaling NT$6,090,000, equivalent to $199,143, had been paid in full. On March 27, 2018, BioLite Taiwan and two individuals entered into a promissory note, (the “Hsu and Chow Promissory Note”), for borrowing an aggregate amount of NT$4,660,000, equivalent to $150,052, for the period from March 27, 2018 to June 26, 2018. On September 26, 2018, BioLite Taiwan extended the original loan agreement through December 26, 2018. On Sept 26, 2019, BioLite Taiwan renewed and amended the contract with the “Hsu” only and extend the maturity date to Dec 26, 2019. The principal of the Hsu new Promissory Note bears interest at 13.6224% per annum. This Note was secured by common stock shares of ABVC and was also personal guaranteed by the Chairman of BioLite Taiwan. Interest expense was $5,112 and $2,911 for the three months ended September 30, 2019 and 2018, respectively. Interest expense was $15,364 and $7,629 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, BioLite Taiwan also entered an unsecured loan agreement bearing interest at fixed rates at 12% per annum of NT$3,000,000, equivalent to $96,600, for working capital purpose. As of the date of this report, BioLite Taiwan is still in discussion with the individual with respect to the terms of the unsecured loans. Interest expense was $2,899 and $3,006 for the three months ended September 30, 2019 and 2018, respectively. Interest expense was $8,696 and $7,014 for the nine months ended September 30, 2019 and 2018, respectively. |
Related Parties Transactions
Related Parties Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES TRANSACTIONS | 11. RELATED PARTIES TRANSACTIONS The related parties of the company with whom transactions are reported in these financial statements are as follows: Name of entity or Individual Relationship with the Company and its subsidiaries BioFirst Corporation (the “BioFirst”) Entity controlled by controlling beneficiary shareholder of Yuangene BioFirst (Australia) Pty Ltd. (the “BioFirst (Australia)”) 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene Rgene Corporation (the “Rgene”) Shareholder of the Company; entity controlled by controlling beneficiary shareholder of Yuangene Yuangene Corporation (the “Yuangene”) Controlling beneficiary shareholder of the Company AsiaGene Corporation (the “AsiaGene”) Shareholder; entity controlled by controlling beneficiary shareholder of Yuangene Eugene Jiang Former President and Chairman Keypoint Technology Ltd. (the “Keypoint’) The Chairman of Keypoint is Eugene Jiang’s mother. Lion Arts Promotion Inc. (the “Lion Arts”) Shareholder of the Company Yoshinobu Odaira (the “Odaira”) Director of the Company GenePharm Inc. (the “GenePharm”) Mr. George Lee, the Director and Chairman of Biokey, is the Chairman of GenePharm. Euro-Asia Investment & Finance Corp Ltd. (the “Euro-Asia”) Shareholder of the Company LBG USA, Inc. (the “LBG USA”) 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene LionGene Corporation (the “LionGene”) Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene Kimho Consultants Co., Ltd. (the “Kimho”) Shareholder of the Company Mr. Tsung-Shann Jiang, Ms. Shu-Ling Jiang, Mr. Chang-Jen Jiang, Ms. Mei-Ling Jiang, and Mr. Eugene Jiang (collectively the “Jiangs”) Mr. Tsung-Shann Jiang, the controlling beneficiary shareholder of the Company and Rgene, the Chairman and CEO of the BioLite Holding Inc. and BioLite Inc. and the President and a member of board of directors of BioFirst. Ms. Shu-Ling Jiang, Mr. Tsung-Shann Jiang’s wife, is the Chairman of Keypoint, LION, and BioFirst; and a member of board of directors of BioLite Inc. Mr. Eugene Jiang is Mr. and Ms. Jiang’s son. Mr. Eugene Jiang is the chairman, and majority shareholder of the Company and a member of board of directors of BioLite Inc. Mr. Chang-Jen Jiang is Mr. Tsung-Shann Jiang’s sibling and the director of the Company. Ms. Mei-Ling Jiang is Ms. Shu-Ling Jiang’s sibling. Accounts receivable – related parties Accounts receivable due from related parties consisted of the following as of the periods indicated: September 30, December 31, 2019 2018 GenePharm Inc. $ 142,215 $ - Total $ 142,215 $ - Due from related parties Amount due from related parties consisted of the following as of the periods indicated: September 30, December 31, 2019 2018 Rgene $ 34,220 $ 19,477 AsiaGene 3,353 - BioFirst 132,650 - BioFirst (Australia) 40,000 40,000 BioHopeKing Corporation 111,780 - LBG USA 675 - Total $ 322,678 $ 59,477 (1) As of September 30, 2019 and December 31, 2018, the Company has advanced an aggregate amount of $34,220 and $19,477 to Rgene for working capital purpose. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan will be matured on December 31, 2019. As of September 30, 2019 and December 31, 2018, the accrued interest was $3,203 and $0, respectively. (2) On May 27, 2019, the Company entered into loan agreements with AsiaGene for NT $100,000, respectively, to meet its working capital needs. The aggregated loan amount is NT100,000, equivalent to $3,353, Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan will be matured on December 31, 2019. As of September 30, 2019, the accrued interest was $37. (3) On July 12, 2019, the Company entered into a loan agreement with BioFirst for a total amount of $150,000 to meet its working capital needs. As of September 30, 2019 and December 31, 2018, the loan balances of $132,650 and $0, respectively. This loan bears interest bears at 12% per annum, and is matured on December 31, 2019. Accrued interest in connection with this loan was $3,968 as of September 30, 2019. (4) On May 11, 2018, the Company and BioFirst (Australia) entered into a loan agreement for a total amount of $40,000 to meet its working capital needs. The advances bear 0% interest rate and are due on demand. As of September 30, 2019 and December 31, 2018, the outstanding loan balance were both $40,000. (5) On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the “BHK”) entered into a co-development agreement, (the “BHK Co-Development Agreement”), pursuant to which it is collaborative with BHK to develop and commercialize BLI-1401-2 (Botanical Drug) Triple Negative Breast Cancer (TNBC) Combination Therapy (BLI-1401-2 Products) in Asian countries excluding Japan for all related intellectual property rights, and has developed it for medicinal use in collaboration with outside researchers. The development costs shall be shared 50/50 between BHK and the Company. The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of the Product in in Asia excluding Japan. Under the term of the agreement, BioLite issued relevant development cost to BHK. As of September 30, 2019 and December 31, 2018, the other receivable from related parties was $111,780 and $0, respectively. (6) On February 27, 2019, the Company has advanced funds to LBG USA for working capital purpose. The advances bear 0% interest rate and are due on demand. As of September 30, 2019 and December 31, 2018, the outstanding advance balance was $675 and $0, respectively. Due to related parties Amount due to related parties consisted of the following as of the periods indicated: September 30, December 31, 2019 2018 Lion Arts Promotion Inc $ - $ 65,495 LionGene Corporation - 458,348 BioFirst Corporation 142,688 6,428,643 AsiaGene 24,017 160,000 YuanGene 9,205 92,690 The Jiangs 4,735 539,920 Kimho 7,500 - Due to shareholders 188,315 - Total $ 376,460 $ 7,745,096 (1) In September, 2018, BioLite Taiwan has borrowed an aggregate amount of NT$2,950,000, equivalent to $94,990, from Lion Arts for working capital purpose. These loans bear interest at fixed rates at 12% per annum with various maturity dates through April 14, 2020. On August 1, 2019, the Company entered into a Conversion Agreements to convert all of the remaining balance of $97,864 to 13,981 shares of the Company’s common stock at a conversion price of $7.00 per share. (2) In November 2018, BioLite Taiwan has borrowed an aggregate amount of NT$13,295,000, equivalent to $430,817 from LionGene for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the all of remaining balance of $428,099, to 61,157 shares of the Company’s common stock at a conversion price of $7.00 per share. (3) On January 26, 2017, BriVision and BioFirst entered into a loan agreement for a total commitment (non-secured indebtedness) of $950,000 to meet its working capital needs. On February 2, 2019, BriVision and BioFirst agreed to extend the remaining loan balance of $693,000 for one year matured on February 1, 2020. Under the terms of the loan agreement, the loan bears interest at 12% per annum. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $693,000 to 99,000 shares of the Company’s common stock at a conversion price of $7.00 per share. Since 2017, BioLite Taiwan and BioFirst entered into several loan agreements for an aggregate amount of NT$19,430,000, equivalent to $625,646, to meet its working capital needs. Under the terms of the loan agreements, the loans bear interest at 12% per annum. The term of the loans has various maturity dates through May 27, 2020. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $625,646 to 89,378 shares of the Company’s common stock at a conversion price of $7.00 per share. Since 2017, BioFirst has also advanced funds to the Company for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $597,128 to 85,304 shares of the Company’s common stock at a conversion price of $7.00 per share. On April 12, 2017, BioLite BVI and BioFirst entered into a loan agreement for NT$30,000,000, equivalent to $987,134 to meet its working capital needs. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum). BioLite BVI and BioFirst extended the loan with the same interest rate and amount for one year. The loan will be matured on May 11, 2019. On May 12, 2019, the two parties extended the loan with the same interest rate and amount for one year. The loan will be matured on May 11, 2020. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $987,134 to 141,020 shares of the Company’s common stock at a conversion price of $7.00 per share. On July 24, 2017, BriVision entered into a collaborative agreement (the “BioFirst Collaborative Agreement”) with BioFirst (See Note 4). On September 25, 2017, BioFirst has delivered all research, technical, data and development data to BriVision, and the Company has recorded the full amount of $3,000,000 due to BioFirst. On June 30, 2019, the Company entered into a Stock Purchase Agreement with BioFirst, pursuant to which the Company agreed to issue 428,571 shares of the Company’s common stock to BioFirst in consideration for $3,000,000 owed by the Company to BioFirst. (4) In September 2017, AsiaGene entered an investment and equity transfer agreement (the “Investment and Equity Transfer Agreement”) with Everfront Biotech Inc. (the “Everfront”), a third party. Pursuant to the Investment and Equity Transfer Agreement, Everfront agreed to purchase 2,000,000 common shares of the Company owned by AsiaGene at $1.60 per share in a total amount of $3,200,000, of which $160,000 is due before September 15, 2017 and the remaining amount of $3,040,000 is due before December 15, 2017. AsiaGene also agreed to loan the proceeds to the Company for working capital purpose. The non-secured loan bears 0% interest rate and is due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $160,000 to 22,858 shares of the Company’s common stock at a conversion price of $7.00 per share. As of September 30, 2019, the Company also had balance due to AsiaGene of $24,017. Such advances bear no interest rate and are due on demand. (5) On January 18, 2018, the Company and YuanGene entered into a loan agreement for a total of $50,000 to meet its working capital needs. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the Company is required to pay interest monthly to the lender. The maturity date of this loan is January 19, 2019. On January 20, 2019, the two parties extended the loan with the same interest rate and amount for one year. The loan will be matured on January 19, 2020. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $50,000 to 7,143 shares of the Company’s common stock at a conversion price of $7.00 per share. In January 2018, YuanGene Corporation has advanced an aggregate amount of $42,690 to the Company for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $42,690 to 6,099 shares of the Company’s common stock at a conversion price of $7.00 per share. As of September 30, 2019, the Company also had balance due to YuanGene of $9,205. Such advances bear no interest rate and are due on demand. (6) On June 27, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Keypoint Note”) in an aggregate principal amount of $250,000 to Keypoint Technology Ltd. (“Keypoint”) (See Note 8). The Company received $250,000 which bears interest at 8% per annum. Interest expenses in connection with this Keypoint Note were $15,000 and $0 for the nine months ended September 30, 2019 and 2018, respectively. (7) On August 25, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Odaira Note”) in an aggregate principal amount of $250,000 to Yoshinobu Odaira (“Odaira”) (See Note 8). The Company received $250,000 on November 29, 2018 which bears interest at 8% per annum. Interest expense in connection with this Odaira Note was $15,000 and $0 for the nine months ended September 30, 2019 and 2018, respectively. (8) Since 2018, Mr. Tsung-Shann Jiang, Mr. Chang-Jen Jiang, Ms. Shu-Ling Jiang, and Ms. Mei-Ling Jiang have entered into various loans with the Company for working capital purpose in an aggregate amount of $795,340. These loans bear interest at 12% per annum and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $817,354 to 116,765 shares of the Company’s common stock at a conversion price of $7.00 per share. Since 2018, the Jiangs have also advanced funds to the Company for working capital purpose in an aggregate amount of $381,375. The advances bear 0% interest rate and are due on demand. On August 4, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $381,375 to 54,482 shares of the Company’s common stock at a conversion price of $7.00 per share. During the nine months ended September 30, 2019, the Jiangs incurred additional advances to the Company for working capital purpose. Such balance was $4,735 as of September 30, 2019. The advances bear 0% interest rate and are due on demand. (9) During the nine months ended September 30, 2019, BioFirst has also advanced funds to the Company for working capital purpose. The advances bear interest 1% per month (or equivalent to 12% per annum). As of September 30, 2019, the aggregate amount of outstanding balance and accrued interest is $142,688. Interest expenses in connection with this loan were $22,359 during the nine months ended September 30, 2019. The balance as of December 31, 2018 has been converted to the Company’s common stock pursuant to the Conversion Agreements entered on August 1, 2019. (10) On July 2, 2019, the Company entered into an agreement with Kimho, starting from September 2019 with a fixed monthly retainer of $7,500. As of September 30, 2019 and December 31, 2018, the outstanding services charge was $7,500 and $0, respectively. (11) During the 3 rd |
Equity
Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
EQUITY | 12. EQUITY During October 2015, $350,000 of subscription receivable was fully collected from the shareholders. On February 8, 2016, a Share Exchange Agreement (“Share Exchange Agreement”) was entered into by and among American BriVision (Holding) Corporation (the “Company”), American BriVision Corporation (“BriVision”), Euro-Asia Investment & Finance Corp. Limited, a company incorporated under the laws of Hong Kong Special Administrative Region of People’s Republic of China (“Euro-Asia”), being the owners of record of 164,387,376 (52,336,000 pre-stock split) shares of Common Stock of the Company, and the owners of record of all of the issued share capital of BriVision (the “BriVision Stock”). Pursuant to the Share Exchange Agreement, upon surrender by the BriVision Shareholders and the cancellation by BriVision of the certificates evidencing the BriVision Stock as registered in the name of each BriVision Shareholder, and pursuant to the registration of the Company in the register of members maintained by BriVision as the new holder of the BriVision Stock and the issuance of the certificates evidencing the aforementioned registration of the BriVision Stock in the name of the Company, the Company should issue 166,273,921(52,936,583 pre-stock split) shares (the “Acquisition Stock”) (subject to adjustment for fractionalized shares as set forth below) of the Company’s Common Stock to the BriVision Shareholders (or their designees), and 163,159,952 (51,945,225 pre-stock split) shares of the Company’s Common Stock owned by Euro-Asia should be cancelled and retired to treasury. The Acquisition Stock collectively should represent 79.70% of the issued and outstanding Common Stock of the Company immediately after the Closing, in exchange for the BriVision Stock, representing 100% of the issued share capital of BriVision in a reverse merger, or the Merger. Pursuant to the Merger, all of the issued and outstanding shares of BriVision’s Common Stock were converted, at an exchange ratio of 0.2536-for-1, into an aggregate of 166,273,921(52,936,583 pre-stock split) shares of Company’s Common Stock and BriVision became a wholly owned subsidiary, of the Company. The holders of Company’s Common Stock as of immediately prior to the Merger held an aggregate of 205,519,223 (65,431,144 pre-stock split) shares of Company’s Common Stock, Because of the exchange of the BriVision Stock for the Acquisition Stock (the “Share Exchange”), BriVision became a wholly owned subsidiary (the “Subsidiary”) of the Company and there was a change of control of the Company following the closing. There were no warrants, options or other equity instruments issued in connection with the share exchange agreement. On February 17, 2016, pursuant to the 2016 Equity Incentive Plan (the “2016 Plan”), 157,050 (50,000 pre-stock split) shares were granted to the employees. On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 (the “Forward Stock Split”) and increase the number of our authorized shares of Common Stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. On May 6, 2016, the Company and BioLite Taiwan agreed to amend the BioLite Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby the Company has agreed to issue shares of Common Stock of the Company, at the price of $1.60 per share, for an aggregate number of 562,500 shares, as part of the Company’s first installation of payment pursuant to the Milestone Payment. The shares issuance was completed in June 2016. On August 26, 2016, the Company issued 1,468,750 shares (“Shares”) of the Company’s Common Stock, par value $0.001 (the “Offering”) to BioLite Taiwan pursuant to a certain Stock Purchase Agreement dated August 26, 2016 (the “SPA”). The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation S of the Securities Act promulgated thereunder. The purchase price per share of the Offering is $1.60. The net proceeds to the Company from the Offering are approximately $2,350,000. Pursuant to the BioLite Collaborative Agreement, BriVision should pay a total of $100,000,000 in cash or stock of the Company with equivalent value according to the milestone achieved. The agreement requires that 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016. In February 2017, the Company remitted this amount to BioLite with $650,000 in cash and $5,850,000 in the form of newly issued shares of the Company’s Common Stock, at the price of $2.0 per share, for an aggregate number of 2,925,000 shares. Upon the consummation of the restructuring transaction between the Company and BioLite on February 8, 2019, the Company’s Common Stock held by BioLite Taiwan was accounted for treasury stocks in the statement of equity (deficit). On May 3, 2019, the Company filed a Certificate of Amendment with the Secretary of State of Nevada, which was effective May 8, 2019 upon its receipt of the written notice from Financial Industry Regulatory Authority (“FINRA”). Pursuant to the Certificate of Amendment, the Company effectuated a 1-for-18 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value, whereby 318,485,252 outstanding shares of the Company’s common stock were exchanged for 17,693,625 shares of the Company’s Common Stock. All shares and related financial information in this Form 10-Q reflect this 1-for-18 reverse stock split. On October 1, 2016, the Company entered into a consulting agreement with Kazunori Kameyama (“Kameyama”) for the provision of services related to the clinical trials and other administrative work, public relation work, capital raising, trip coordination, In consideration for providing such services, the Company agreed to indemnify the consultant in an amount of $150 per hour in cash up to $3,000 per month, and issue to Kameyama the Company’s Common Stock at $1.00 per share for any amount exceeding $3,000. The Company’s stocks shall be calculated and issued in December every year. On October 1, 2017, the Company and Kameyama agreed to extend the service period for one more year expiring on September 30, 2018. As a result, the non-employee stock-based compensation related to this consulting agreement was $28,800 and $5,400 for the years ended December 31, 2018 and 2017, respectively. On March 28, 2018, the Company issued 4,828 shares of the Company’s common stock at $1.60 per share in a total of $7,725 to Kameyama in connection with this consulting agreement. On January 1, 2017, Euro-Asia Investment & Finance Corp Ltd. And the Company entered into a service agreement (the “Euro-Asia Agreement”) for the maintenance of the listing in the U.S. stock exchange market. During the years ended December 31, 2018 and 2017, the Company recognized non-employee stock based compensation expenses of $0 and $60,000 in connection with the terms in the Euro-Asia Agreement, respectively. On March 28, 2018, the Company issued 50,000 shares of the Company’s common stock at $1.60 per share in a total of $80,000 to Euro-Asia in connection with the Euro-Asia Agreement. On January 1, 2017, Kimho Consultants Co., Ltd. And the Company entered into a service agreement (the “Kimho Agreement”) for the maintenance of the listing in the U.S. stock exchange market. During the years ended December 31, 2018 and 2017, the Company recognized non-employee stock based compensation expenses of $0 and $90,000 in connection with the terms in the Kimho Agreement, respectively. On March 28, 2018, the Company issued 75,000 shares of the Company’s common stock at $1.60 per share in a total of $120,000 to Kimho in connection with the Kimho Agreement. Pursuant to ASC 505-50-30, the transactions with the non-employees were measured based on the fair value of the equity instruments issued as the Company determined that the fair value of the equity instruments issued in a stock-based payment transaction with nonemployees was more reliably measurable than the fair value of the consideration received. The Company measured the fair value of the equity instruments in these transactions using the stock price on the date at which the commitments Kameyama, Euro-Asia, and Kimho for performance were rendered. On March 28, 2018, the Company also issued an aggregate of 50,000 shares of the Company’s common stock at $1.60 per share for salaries in a total of $80,000 to three officers. On February 8, 2019, after the Merger, the Company issued 74,997,546 shares to the shareholders of BioLite and 29,561,231 shares to the shareholders of BioKey. As stated in Note 11, in August 2019, the Company entered into several Conversion Agreements to all creditors that are listed under below table of “due to related parties” in consideration for a total of $4,872,340 owed by the Company to various creditors based on outstanding loan agreements. Under the Conversion Agreements, creditor agrees to convert the amount of debt into the Company’s common stock at a price of $7.00 per share. Amount of Debt Number of Shares Lion Arts Promotion Inc 97,864 13,981 LionGene Corporation 428,099 61,157 BioFirst Corporation 2,902,911 414,702 AsiaGene Corporationoo 160,000 22,858 YuanGene Corporation 92,690 13,242 The Jiangs 1,190,776 170,111 Total $ 4,872,340 $ 696,051 |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | 13. LOSS PER SHARE Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the year. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during nine months ended September 30, 2019 and 2018. For the Nine Months Ended September 30, September 30, Numerator: Net loss $ (2,817,454 ) $ (2,136,962 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding - Basic 17,333,902 11,881,657 Stock options - Weighted-average shares outstanding - Diluted 17,333,902 11,881,657 Loss per share -Basic $ (0.16 ) $ (0.18 ) -Diluted $ (0.16 ) $ (0.18 ) Diluted loss per share takes into account the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised and converted into Common Stock. |
Lease
Lease | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASE | 14. LEASE The Company adopted FASB Accounting Standards Codification, Topic 842, Leases (“ASC 842”) using the modified retrospective approach, electing the practical expedient that allows the Company not to restate its comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, the Company presented the disclosures which were required under ASC 840. The Company applied the following practical expedients in the transition to the new standard and allowed under ASC 842: ● Reassessment of expired or existing contracts: The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases. ● Use of hindsight: The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets. ● Reassessment of existing or expired land easements: The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02. ● Separation of lease and non- lease components: Lease agreements that contain both lease and non-lease components are generally accounted for separately. ● Short-term lease recognition exemption: The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum based payments used to determine the Company’s lease liabilities mainly include minimum based rent payments. As most of Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months as of January 1, 2019. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities. The adoption of ASC 842 had a substantial impact on the Company’s consolidated balance sheets. The most significant impact was the recognition of the operating lease right-of-use assets and the liability for operating leases. Accordingly, adoption of this standard resulted in the recognition of operating lease right-of-use assets of $577,830 and operating lease liabilities of $598,937 comprised of $301,105 of current operating lease liabilities and $297,832 of non-current operating lease liabilities on the condensed consolidated balance sheet as of January 1, 2019. The adoption of ASC 842 also resulted in a cumulative-effect adjustment of $(21,107) to the opening balance of accumulated deficit. In addition, the adoption of the standard did not have a material impact on the Company’s results of operations or cash flows. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in Selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has no finance leases. The Company’s leases primarily include various office and laboratory spaces, copy machine, and vehicles under various operating lease arrangements. The Company’s operating leases have remaining lease terms of up to approximately two years. ASSETS September 30, Operating lease right-of-use assets $ 357,932 LIABILITIES Operating lease liabilities (current) $ 268,618 Operating lease liabilities (noncurrent) $ 106,398 Supplemental Information The table below presents supplemental information related to operating leases during the nine months ended September 30, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 73,802 Weighted average remaining lease term 1.86 years Weighted average discount rate 0.55 % The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows: Operating leases 2019 (excluding the nine months ended September 30, 2019) $ 150,605 2020 259,167 2021 42,319 Total future minimum lease payments, undiscounted 452,091 Less: Imputed interest 1,718 Present value of future minimum lease payments $ 450,373 Business Combination On February 8, 2019, the Company, BioLite Holding, Inc. (“BioLite”), BioKey, Inc. (“BioKey”), BioLite Acquisition Corp., a direct wholly-owned subsidiary of Parent (“Merger Sub 1”), and BioKey Acquisition Corp., a direct wholly-owned subsidiary of Parent (“Merger Sub 2”) (collectively referred to as the “Parties”) completed the business combination pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 31, 2018 where ABVC acquired BioLite and BioKey via issuing additional Common Stock of ABVC to the shareholders of BioLite and BioKey. Pursuant to the terms of the Merger Agreement, BioLite and BioKey became two wholly-owned subsidiaries of the Company on February 8, 2019. ABVC issued an aggregate of 104,558,777 shares (prior to the reverse stock split in 2019) to the shareholders of both BioLite and BioKey under a registration statement on Form S-4 (file number 333-226285), which became effective by operation of law on or about February 5, 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2019 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (the "U.S. GAAP"). All significant intercompany transactions and account balances have been eliminated. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company's financial statements are expressed in U.S. dollars. |
Fiscal Year | Fiscal Year The Company changed its fiscal year from the period beginning on October 1st and ending on September 30th to the period beginning on January 1st and ending on December 31st, beginning January 1, 2018. All references herein to a fiscal year prior to December 31, 2017 refer to the twelve months ended September 30th of such year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results. |
Inventory | Inventory Inventory consists of raw materials, work-in-process, finished goods, and merchandise. Inventories are stated at the lower of cost or market and valued on a moving weighted average cost basis. Market is determined based on net realizable value. The Company periodically reviews the age and turnover of its inventory to determine whether any inventory has become obsolete or has declined in value, and incurs a charge to operations for known and anticipated inventory obsolescence. |
Reclassifications | Reclassifications Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit. |
Forward Stock split | Forward Stock Split On March 21, 2016, the Board of Directors of the Company approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3.141 and increase the number of our authorized shares of Common Stock, par value $0.001 per share, to 360,000,000, which was effective on April 8, 2016. |
Stock Reverse Split | Stock Reverse Split On March 12, 2019, the Board of Directors of the Company by unanimous written consent in lieu of a meeting approved to i) effect a stock reverse split at the ratio of 1-for-18 (the "Reverse Split") of both the authorized common stock of the Company (the "Common Stock") and the issued and outstanding Common Stock and ii) to amend the articles of incorporation of the Company to reflect the Reverse Split. The Board approved and authorized the Reverse Split without obtaining approval of the Company's shareholders pursuant to Section 78.207 of Nevada Revised Statutes. On May 3, 2019, the Company filed a certificate of amendment to the Company's articles of incorporation (the "Amendment") to effect the Reverse Split with the Secretary of State of Nevada. The Financial Industry Regulatory Authority ("FINRA") informed the Company that the Reverse Split was effective on May 8, 2019. All shares and related financial information in this Form 10-Q reflect this 1-for-18 reverse stock split. |
Fair Value Measurements | Fair Value Measurements FASB ASC 820, “Fair Value Measurements” defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows: Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available. Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the assets or liabilities. The carrying values of certain assets and liabilities of the Company, such as cash and cash equivalents, restricted cash, accounts receivable, due from related parties, inventory, prepaid expenses and other current assets, accounts payable, accrued liabilities, and due to related parties approximate fair value due to their relatively short maturities. The carrying value of the Company’s short-term bank loan, convertible notes payable, and accrued interest approximates their fair value as the terms of the borrowing are consistent with current market rates and the duration to maturity is short. The carrying value of the Company’s long-term bank loan approximates fair value because the interest rates approximate market rates that the Company could obtain for debt with similar terms and maturities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with maturities of three months or less, when purchased, to be cash equivalents. As of September 30, 2019 and December 31, 2018, the Company’s cash and cash equivalents amounted $1,035,678 and $226,688, respectively. Some of the Company’s cash deposits are held in financial institutions located in Taiwan where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality. |
Restricted Cash Equivalents | Restricted Cash Equivalents Restricted cash equivalents primarily consist of cash held in a reserve bank account in Taiwan. As of September 30, 2019 and December 31, 2018, the Company’s restricted cash equivalents amounted $16,122 and $16,093, respectively. |
Concentration of Credit Risk | Concentration of Credit Risk The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation and the U.S. Federal Deposit Insurance Corporation's insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes. |
Revenue Recognition | Revenue Recognition During the fiscal year 2018, the Company adopted Accounting Standards Codification ("ASC"), Topic 606 (ASC 606), Revenue from Contracts with Customers, using the modified retrospective method to all contracts that were not completed as of January 1, 2018, and applying the new revenue standard as an adjustment to the opening balance of accumulated deficit at the beginning of 2018 for the cumulative effect. The results for the Company's reporting periods beginning on and after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. Based on the Company's review of existing collaborative agreements as of January 1, 2018, the Company concluded that the adoption of the new guidance did not have a significant change on the Company's revenue during all periods presented. Pursuant to ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines is within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customers. At inception of the contract, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract, determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The following are examples of when the Company recognizes revenue based on the types of payments the Company receives. Merchandise Sales — Trade discount and allowances: Product returns: To date, product allowance and returns have been minimal and, based on its experience, the Company believes that returns of its products will continue to be minimal. Collaborative Revenues — As part of the accounting for these arrangements, the Company applies judgment to determine whether the performance obligations are distinct, and develop assumptions in determining the stand-alone selling price for each distinct performance obligation identified in the collaboration agreements. To determine the stand-alone selling price, the Company relies on assumptions which may include forecasted revenues, development timelines, reimbursement rates for R&D personnel costs, discount rates and probabilities of technical and regulatory success. The Company had multiple deliverables under the collaborative agreements, including deliverables relating to grants of technology licenses, regulatory and clinical development, and marketing activities. Estimation of the performance periods of the Company's deliverables requires the use of management's judgment. Significant factors considered in management's evaluation of the estimated performance periods include, but are not limited to, the Company's experience in conducting clinical development, regulatory and manufacturing activities. The Company reviews the estimated duration of its performance periods under its collaborative agreements on an annually basis, and makes any appropriate adjustments on a prospective basis. Future changes in estimates of the performance period under its collaborative agreements could impact the timing of future revenue recognition. (i) Nonrefundable upfront payments If a license to the Company's intellectual property is determined to be distinct from the other performance obligations identified in an arrangement, the Company recognizes revenue from the related nonrefundable upfront payments based on the relative standalone selling price prescribed to the license compared to the total selling price of the arrangement. The revenue is recognized when the license is transferred to the collaboration partners and the collaboration partners are able to use and benefit from the license. To date, the receipt of nonrefundable upfront fees was solely for the compensation of past research efforts and contributions made by the Company before the collaborative agreements entered into and it does not relate to any future obligations and commitments made between the Company and the collaboration partners in the collaborative agreements. (ii) Milestone payments The Company is eligible to receive milestone payments under the collaborative agreement with collaboration partners based on achievement of specified development, regulatory and commercial events. Management evaluated the nature of the events triggering these contingent payments, and concluded that these events fall into two categories: (a) events which involve the performance of the Company's obligations under the collaborative agreement with collaboration partners, and (b) events which do not involve the performance of the Company's obligations under the collaborative agreement with collaboration partners. The former category of milestone payments consists of those triggered by development and regulatory activities in the territories specified in the collaborative agreements. Management concluded that each of these payments constitute substantive milestone payments. This conclusion was based primarily on the facts that (i) each triggering event represents a specific outcome that can be achieved only through successful performance by the Company of one or more of its deliverables, (ii) achievement of each triggering event was subject to inherent risk and uncertainty and would result in additional payments becoming due to the Company, (iii) each of the milestone payments is nonrefundable, (iv) substantial effort is required to complete each milestone, (v) the amount of each milestone payment is reasonable in relation to the value created in achieving the milestone, (vi) a substantial amount of time is expected to pass between the upfront payment and the potential milestone payments, and (vii) the milestone payments relate solely to past performance. Based on the foregoing, the Company recognizes any revenue from these milestone payments in the period in which the underlying triggering event occurs. (iii) Multiple Element Arrangements The Company evaluates multiple element arrangements to determine (1) the deliverables included in the arrangement and (2) whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves subjective determinations and requires management to make judgments about the individual deliverables and whether such deliverables are separate from other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially within its control. In assessing whether an item under a collaboration has standalone value, the Company considers factors such as the research, manufacturing, and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. The Company also considers whether its collaboration partners can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s), and whether there are other vendors that can provide the undelivered element(s). The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 606 are satisfied for that particular unit of accounting. In the event that a deliverable does not represent a separate unit of accounting, the Company recognizes revenue from the combined unit of accounting over the Company's contractual or estimated performance period for the undelivered elements, which is typically the term of the Company's research and development obligations. If there is no discernible pattern of performance or objectively measurable performance measures do not exist, then the Company recognizes revenue under the arrangement on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. Revenue recognized is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line method or proportional performance method, as applicable, as of the period ending date. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (1) the consideration is commensurate with either the Company's performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from its performance to achieve the milestone, (2) the consideration relates solely to past performance and (3) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone and the level of effort and investment required to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. (iv) Royalties and Profit Sharing Payments Under the collaborative agreement with the collaboration partners, the Company is entitled to receive royalties on sales of products, which is at certain percentage of the net sales. The Company recognizes revenue from these events based on the revenue recognition criteria set forth in ASC 606. Based on those criteria, the Company considers these payments to be contingent revenues, and recognizes them as revenue in the period in which the applicable contingency is resolved. Revenues Derived from Research and Development Activities Services — Revenues related to research and development and regulatory activities are recognized when the related services or activities are performed, in accordance with the contract terms. The Company typically has only one performance obligation at the inception of a contract, which is to perform research and development services. The Company may also provide its customers with an option to request that the Company provides additional goods or services in the future, such as active pharmaceutical ingredient, API, or IND/NDA/ANDA/510K submissions. The Company evaluates whether these options are material rights at the inception of the contract. If the Company determines an option is a material right, the Company will consider the option a separate performance obligation. If the Company is entitled to reimbursement from its customers for specified research and development expenses, the Company accounts for the related services that it provides as separate performance obligations if it determines that these services represent a material right. The Company also determines whether the reimbursement of research and development expenses should be accounted for as revenues or an offset to research and development expenses in accordance with provisions of gross or net revenue presentation. The Company recognizes the corresponding revenues or records the corresponding offset to research and development expenses as it satisfies the related performance obligations. The Company then determines the transaction price by reviewing the amount of consideration the Company is eligible to earn under the contracts, including any variable consideration. Under the outstanding contracts, consideration typically includes fixed consideration and variable consideration in the form of potential milestone payments. At the start of an agreement, the Company's transaction price usually consists of the payments made to or by the Company based on the number of full-time equivalent researchers assigned to the project and the related research and development expenses incurred. The Company does not typically include any payments that the Company may receive in the future in its initial transaction price because the payments are not probable. The Company would reassess the total transaction price at each reporting period to determine if the Company should include additional payments in the transaction price. The Company receives payments from its customers based on billing schedules established in each contract. Upfront payments and fees may be recorded as advance from customers upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the right of the Company to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customers and the transfer of the promised goods or services to the customers will be one year or less. |
Property and Equipment | Property and Equipment Property and equipment is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives: Estimated Life in Years Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment ("ASC 360-10"). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long-lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. |
Long-term Equity Investment | Long-term Equity Investment The Company acquires the equity investments to promote business and strategic objectives. The Company accounts for non-marketable equity and other equity investments for which the Company does not have control over the investees as: ● Equity method investments when the Company has the ability to exercise significant influence, but not control, over the investee. Its proportionate share of the income or loss is recognized monthly and is recorded in gains (losses) on equity investments. ● Non-marketable cost method investments when the equity method does not apply. Significant judgment is required to identify whether an impairment exists in the valuation of the Company's non-marketable equity investments, and therefore the Company considers this a critical accounting estimate. Its yearly analysis considers both qualitative and quantitative factors that may have a significant impact on the investee's fair value. Qualitative analysis of its investments involves understanding the financial performance and near-term prospects of the investee, changes in general market conditions in the investee's industry or geographic area, and the management and governance structure of the investee. Quantitative assessments of the fair value of its investments are developed using the market and income approaches. The market approach includes the use of comparable financial metrics of private and public companies and recent financing rounds. The income approach includes the use of a discounted cash flow model, which requires significant estimates regarding the investees' revenue, costs, and discount rates. The Company's assessment of these factors in determining whether an impairment exists could change in the future due to new developments or changes in applied assumptions. |
Other-Than-Temporary Impairment | Other-Than-Temporary Impairment The Company’s long-term equity investments are subject to a periodic impairment review. Impairments affect earnings as follows: ● Marketable equity securities include the consideration of general market conditions, the duration and extent to which the fair value is below cost, and our ability and intent to hold the investment for a sufficient period of time to allow for recovery of value in the foreseeable future. The Company also considers specific adverse conditions related to the financial health of, and the business outlook for, the investee, which may include industry and sector performance, changes in technology, operational and financing cash flow factors, and changes in the investee’s credit rating. The Company records other-than-temporary impairments on marketable equity securities and marketable equity method investments in gains (losses) on equity investments. ● Non-marketable equity investments based on the Company’s assessment of the severity and duration of the impairment, and qualitative and quantitative analysis of the operating performance of the investee; adverse changes in market conditions and the regulatory or economic environment; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. A series of operating losses of an investee or other factors may indicate that a decrease in value of the investment has occurred that is other than temporary and that shall be recognized even though the decrease in value is in excess of what would otherwise be recognized by application of the equity method. A loss in value of an investment that is other than a temporary decline shall be recognized. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company records other-than-temporary impairments for non-marketable cost method investments and equity method investments in gains (losses) on equity investments. Other-than-temporary impairments of equity investments were $0 for the three and nine months ended September 30, 2019 and 2018, respectively. |
Goodwill | Goodwill The Company evaluates goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate the carrying value may not be recoverable. In testing goodwill for impairment, the Company may elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that goodwill impairment is more likely than not, the Company performs a two-step impairment test. The Company tests goodwill for impairment under the two-step impairment test by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value or qualitative factors indicate that it is more likely than not that goodwill is impaired, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. The Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on expected category expansion, pricing, market segment share, and general economic conditions. The Company completed the required testing of goodwill for impairment as of September 30, 2019, and determined that goodwill was impaired because of the current financial condition of the Company and the Company's inability to generate future operating income without substantial sales volume increases, which are highly uncertain. Furthermore, the Company anticipates future cash flows indicate that the recoverability of goodwill is not reasonably assured. |
Research and Development Expenses | Research and Development Expenses The Company accounts for the cost of using licensing rights in research and development cost according to ASC Topic 730-10-25-1. This guidance provides that absent alternative future uses the acquisition of product rights to be used in research and development activities must be charged to research and development expenses when incurred. For CDMO business unit, the Company accounts for R&D costs in accordance with Accounting Standards Codification ("ASC") 730, Research and Development ("ASC 730"). Research and development expenses are charged to expense as incurred unless there is an alternative future use in other research and development projects or otherwise. Research and development expenses are comprised of costs incurred in performing research and development activities, including personnel-related costs, facilities-related overhead, and outside contracted services including clinical trial costs, manufacturing and process development costs for both clinical and preclinical materials, research costs, and other consulting services. Non-refundable advance payment for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. In instances where the Company enters into agreements with third parties to provide research and development services, costs are expensed as services are performed. |
Post-retirement and post-employment benefits | Post-retirement and post-employment benefits The Company’s subsidiaries in Taiwan adopted the government mandated defined contribution plan pursuant to the Labor Pension Act (the “Act”) in Taiwan. Such labor regulations require that the rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6% of the worker’s monthly salaries. Pursuant to the Act, the Company makes monthly contribution equal to 6% of employees’ salaries to the employees’ pension fund. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $3,646 and $4,806 for the nine months ended September 30, 2019 and 2018, respectively. The total amounts for such employee benefits, which were expensed as incurred, were $12,365 and $14,827 for the nine months ended September 30, 2019 and 2018, respectively. Other than the above, the Company does not provide any other post-retirement or post-employment benefits. |
Stock-based Compensation | Stock-based Compensation The Company measures expense associated with all employee stock-based compensation awards using a fair value method and recognizes such expense in the consolidated financial statements on a straight-line basis over the requisite service period in accordance with FASB ASC Topic 718 "Compensation-Stock Compensation". Total employee stock-based compensation expenses were $0 for the three months and nine months ended September 30, 2019 and 2018. The Company accounted for stock-based compensation to non-employees in accordance with FASB ASC Topic 718 "Compensation-Stock Compensation" and FASB ASC Topic 505-50 "Equity-Based Payments to Non-Employees" which requires that the cost of services received from non-employees is measured at fair value at the earlier of the performance commitment date or the date service is completed and recognized over the period the service is provided. Total non-employee stock-based compensation expenses were $5,737 and $7,575 for the three months ended September 30, 2019 and 2018, respectively. Total non-employee stock-based compensation expenses were $22,808 and $21,075 for the nine months ended September 30, 2019 and 2018, respectively. |
Beneficial Conversion Feature | Beneficial Conversion Feature From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability approach which allows the recognition and measurement of deferred tax assets to be based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will expire before the Company is able to realize their benefits, or future deductibility is uncertain. Under ASC 740, a tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefits recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer satisfied. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. No significant penalty or interest relating to income taxes has been incurred for the nine months ended September 30, 2019 and 2018. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. On December 22, 2017, the SEC issued Staff Accounting Bulletin ("SAB 118"), which provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act. While the Company is able to make reasonable estimates of the impact of the reduction in corporate rate and the deemed repatriation transition tax, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued by the I.R.S., and actions the Company may take. The Company is continuing to gather additional information to determine the final impact. |
Valuation of Deferred Tax Assets | Valuation of Deferred Tax Assets A valuation allowance is recorded to reduce the Company's deferred tax assets to the amount that is more likely than not to be realized. In assessing the need for the valuation allowance, management considers, among other things, projections of future taxable income and ongoing prudent and feasible tax planning strategies. If the Company determines that sufficient negative evidence exists, then it will consider recording a valuation allowance against a portion or all of the deferred tax assets in that jurisdiction. If, after recording a valuation allowance, the Company's projections of future taxable income and other positive evidence considered in evaluating the need for a valuation allowance prove, with the benefit of hindsight, to be inaccurate, it could prove to be more difficult to support the realization of its deferred tax assets. As a result, an additional valuation allowance could be required, which would have an adverse impact on its effective income tax rate and results. Conversely, if, after recording a valuation allowance, the Company determines that sufficient positive evidence exists in the jurisdiction in which the valuation allowance was recorded, it may reverse a portion or all of the valuation allowance in that jurisdiction. In such situations, the adjustment made to the deferred tax asset would have a favorable impact on its effective income tax rate and results in the period such determination was made. |
Loss Per Share of Common Stock | Loss Per Share of Common Stock The Company calculates net loss per share in accordance with ASC Topic 260, "Earnings per Share". Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. Diluted earnings per share excludes all dilutive potential shares if their effect is anti-dilutive. |
Commitments and Contingencies | Commitments and Contingencies The Company has adopted ASC Topic 450 "Contingencies" subtopic 20, in determining its accruals and disclosures with respect to loss contingencies. Accordingly, estimated losses from loss contingencies are accrued by a charge to income when information available before financial statements are issued or are available to be issued indicates that it is probable that an assets had been impaired or a liability had been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred. |
Foreign-currency Transactions | Foreign-currency Transactions For the Company's subsidiaries in Taiwan, the foreign-currency transactions are recorded in New Taiwan dollars ("NTD") at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under the Statements of Stockholders' Equity (Deficit). |
Translation Adjustment | Translation Adjustment The accounts of the Company's subsidiaries in Taiwan were maintained, and their financial statements were expressed, in New Taiwan Dollar ("NT$"). Such financial statements were translated into U.S. Dollars ("$" or "USD") in accordance ASC 830, "Foreign Currency Matters", with the NT$ as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholder's deficit are translated at the historical rates and income statement items are translated at an average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) as a component of stockholders' equity (deficit). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement ("Topic 820"): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The ASU modifies the disclosure requirements in Topic 820, Fair Value Measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This ASU is effective for public companies for annual reporting periods and interim periods within those annual periods beginning after December 15, 2019. The Company is currently evaluating the effect, if any, that the ASU 2018-13 will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | Estimated Life in Years Buildings and leasehold improvements 5 ~ 50 Machinery and equipment 5 ~ 10 Office equipment 3 ~ 6 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | September 30, December 31, (Unaudited) Merchandise $ - $ 1,318 Finished goods 91,341 100,736 Work-in-process 19,937 20,243 Raw materials 55,835 56,691 Allowance for inventory valuation and obsolescence loss (167,113 ) (177,670 ) Inventory, net $ - $ 1,318 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, (UNAUDITED) Land $ 357,927 $ 363,416 Buildings and leasehold improvements 2,220,943 290,403 Machinery and equipment 962,296 87,356 Office equipment 193,220 21,292 Subtotal 3,734,386 762,467 Less: accumulated depreciation (3,219,937 ) (252,401 ) Property and equipment, net $ 514,449 $ 510,066 |
Long-Term Investments (Tables)
Long-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of ownership percentages of investee | Ownership percentage September 30, December 31, Accounting Name of related party 2019 2018 treatments Braingenesis Biotechnology Co., Ltd. 0.17 % 0.17 % Cost Method Genepharm Biotech Corporation 0.72 % 0.72 % Cost Method BioHopeKing Corporation 9.71 % 7.13 % Cost Method BioFirst Corporation 16.14 % 15.84 % Equity Method Rgene Corporation 31.63 % 31.62 % Equity Method |
Schedule of extent the investee relies | Name of related party The extent the investee relies on the Company for its business Braingenesis Biotechnology Co., Ltd. No specific business relationship Genepharm Biotech Corporation No specific business relationship BioHopeKing Corporation Collaborating with the Company to develop and commercialize drugs BioFirst Corporation Loaned from the investee and provides research and development support service Rgene Corporation Collaborating with the Company to develop and commercialize drugs |
Schedule of long-term investment | September 30, December 31, Non-marketable Cost Method Investments, net (Unaudited) Braingenesis Biotechnology Co., Ltd. $ 7,213 $ 7,213 Genepharm Biotech Corporation 22,021 22,021 BioHopeKing Corporation 1,926,067 1,956,429 Sub total 1,955,301 1,985,663 Equity Method Investments, net BioFirst Corporation 1,315,109 1,502,506 Rgene Corporation - - Total $ 3,270,410 $ 3,488,169 |
Schedule of equity investments | Nine Months Ended 2019 2018 (Unaudited) Share of equity method investee losses $ (182,113 ) $ (164,649 ) Impairments - - Total losses on equity investments $ (182,113 ) $ (164,649 ) |
BioFirst [Member] | |
Schedule of balance sheets | September 30, December 31, 2018 (Unaudited) Current Assets $ 1,239,738 $ 7,551,898 Noncurrent Assets 7,243,928 1,608,460 Current Liabilities 1,903,098 1,648,206 Noncurrent Liabilities 25,880 - Shareholders' Equity 6,554,688 7,512,152 |
Schedule of statements of operation | Nine Months Ended 2019 2018 (Unaudited) Net sales $ 32,235 $ 33,304 Gross profit 5,048 6,590 Net loss (842,838 ) (766,425 ) Share of losses from investments accounted for using the equity method (182,113 ) (164,649 ) |
Rgene [Member] | |
Schedule of balance sheets | September 30, December 31, (Unaudited) Current Assets $ 29,869 $ 98,168 Noncurrent Assets 93,031 14,779 Current Liabilities 324,694 261,685 Noncurrent Liabilities 4,565 - Shareholders’ Equity (Deficit) (206,359 ) (148,738 ) |
Schedule of statements of operation | Nine Months Ended 2019 2018 (Unaudited) Net sales $ - $ - Gross Profit - - Net loss (59,717 ) (191,534 ) Share of loss from investments accounted for using the equity method - N/A |
Bank Loans (Tables)
Bank Loans (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern (Textual) | |
Schedule of short-term bank loan | September 30, December 31, 2019 2018 Cathay United Bank $ 241,500 $ 245,250 CTBC Bank 644,000 654,000 Cathay Bank 1,000,000 - Total $ 1,885,500 $ 899,250 |
Schedule of long-term bank loan | September 30, December 31, 2019 2018 Cathay United Bank $ 22,547 $ 55,092 Less: current portion of long-term bank loan (22,547 ) (39,835 ) Total $ - $ 15,257 |
Related Parties Transactions (T
Related Parties Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Name of entity or Individual Relationship with the Company and its subsidiaries BioFirst Corporation (the “BioFirst”) Entity controlled by controlling beneficiary shareholder of Yuangene BioFirst (Australia) Pty Ltd. (the “BioFirst (Australia)”) 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene Rgene Corporation (the “Rgene”) Shareholder of the Company; entity controlled by controlling beneficiary shareholder of Yuangene Yuangene Corporation (the “Yuangene”) Controlling beneficiary shareholder of the Company AsiaGene Corporation (the “AsiaGene”) Shareholder; entity controlled by controlling beneficiary shareholder of Yuangene Eugene Jiang Former President and Chairman Keypoint Technology Ltd. (the “Keypoint’) The Chairman of Keypoint is Eugene Jiang’s mother. Lion Arts Promotion Inc. (the “Lion Arts”) Shareholder of the Company Yoshinobu Odaira (the “Odaira”) Director of the Company GenePharm Inc. (the “GenePharm”) Mr. George Lee, the Director and Chairman of Biokey, is the Chairman of GenePharm. Euro-Asia Investment & Finance Corp Ltd. (the “Euro-Asia”) Shareholder of the Company LBG USA, Inc. (the “LBG USA”) 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene LionGene Corporation (the “LionGene”) Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene Kimho Consultants Co., Ltd. (the “Kimho”) Shareholder of the Company Mr. Tsung-Shann Jiang, Ms. Shu-Ling Jiang, Mr. Chang-Jen Jiang, Ms. Mei-Ling Jiang, and Mr. Eugene Jiang (collectively the “Jiangs”) Mr. Tsung-Shann Jiang, the controlling beneficiary shareholder of the Company and Rgene, the Chairman and CEO of the BioLite Holding Inc. and BioLite Inc. and the President and a member of board of directors of BioFirst. Ms. Shu-Ling Jiang, Mr. Tsung-Shann Jiang’s wife, is the Chairman of Keypoint, LION, and BioFirst; and a member of board of directors of BioLite Inc. Mr. Eugene Jiang is Mr. and Ms. Jiang’s son. Mr. Eugene Jiang is the chairman, and majority shareholder of the Company and a member of board of directors of BioLite Inc. Mr. Chang-Jen Jiang is Mr. Tsung-Shann Jiang’s sibling and the director of the Company. Ms. Mei-Ling Jiang is Ms. Shu-Ling Jiang’s sibling. |
Schedule of accounts receivable related parties | September 30, December 31, 2019 2018 GenePharm Inc. $ 142,215 $ - Total $ 142,215 $ - |
Schedule of amount due from related parties | September 30, December 31, 2019 2018 Rgene $ 34,220 $ 19,477 AsiaGene 3,353 - BioFirst 132,650 - BioFirst (Australia) 40,000 40,000 BioHopeKing Corporation 111,780 - LBG USA 675 - Total $ 322,678 $ 59,477 |
Schedule of amount due to related party | September 30, December 31, 2019 2018 Lion Arts Promotion Inc $ - $ 65,495 LionGene Corporation - 458,348 BioFirst Corporation 142,688 6,428,643 AsiaGene 24,017 160,000 YuanGene 9,205 92,690 The Jiangs 4,735 539,920 Kimho 7,500 - Due to shareholders 188,315 - Total $ 376,460 $ 7,745,096 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of converted amount of debt and shares | Amount of Debt Number of Shares Lion Arts Promotion Inc 97,864 13,981 LionGene Corporation 428,099 61,157 BioFirst Corporation 2,902,911 414,702 AsiaGene Corporationoo 160,000 22,858 YuanGene Corporation 92,690 13,242 The Jiangs 1,190,776 170,111 Total $ 4,872,340 $ 696,051 |
Loss per Share (Tables)
Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share | For the Nine Months Ended September 30, September 30, Numerator: Net loss $ (2,817,454 ) $ (2,136,962 ) Denominator: Weighted-average shares outstanding: Weighted-average shares outstanding - Basic 17,333,902 11,881,657 Stock options - Weighted-average shares outstanding - Diluted 17,333,902 11,881,657 Loss per share -Basic $ (0.16 ) $ (0.18 ) -Diluted $ (0.16 ) $ (0.18 ) |
Lease (Tables)
Lease (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of operating lease arrangements | ASSETS September 30, Operating lease right-of-use assets $ 357,932 LIABILITIES Operating lease liabilities (current) $ 268,618 Operating lease liabilities (noncurrent) $ 106,398 |
Schedule of supplemental information related to operating leases | Cash paid for amounts included in the measurement of operating lease liabilities $ 73,802 Weighted average remaining lease term 1.86 years Weighted average discount rate 0.55 % |
Schedule of minimum future annual payments under non-cancellable leases | Operating leases 2019 (excluding the nine months ended September 30, 2019) $ 150,605 2020 259,167 2021 42,319 Total future minimum lease payments, undiscounted 452,091 Less: Imputed interest 1,718 Present value of future minimum lease payments $ 450,373 |
Organization and Description _2
Organization and Description of Business (Details) - shares | May 03, 2019 | Mar. 12, 2019 | Mar. 21, 2016 | Feb. 08, 2016 | Aug. 31, 2017 |
Organization and Description of Business (Textual) | |||||
Percentage of common shares issued and outstanding | 73.00% | ||||
Description of reverse stock split | The Company filed a certificate of amendment to the Company's articles of incorporation (the "Amendment") to effect the Reverse Split with the Secretary of State of Nevada. The Financial Industry Regulatory Authority ("FINRA") informed the Company that the Reverse Split was effective on May 8, 2019. All shares and related financial information in this Form 10-Q reflect this 1-for-18 reverse stock split. | i) effect a stock reverse split at the ratio of 1-for-18 (the "Reverse Split") of both the authorized common stock of the Company (the "Common Stock") and the issued and outstanding Common Stock and ii) to amend the articles of incorporation of the Company to reflect the Reverse Split. The Board approved and authorized the Reverse Split without obtaining approval of the Company's shareholders pursuant to Section 78.207 of Nevada Revised Statutes. | 1 to 3.141 | ||
Share Exchange Agreement [Member] | |||||
Organization and Description of Business (Textual) | |||||
Common stock issued post-stock split | 164,387,376 | ||||
Common stock issued pre-stock split | 52,336,000 | ||||
Description of reverse stock split | ABVC issued an aggregate of 104,558,777 shares (prior to the reverse stock split in 2019) to the shareholders of both BioLite and BioKey under a registration statement on Form S-4 (file number 333-226285), which became effective by operation of law on or about February 5, 2019. | ||||
Share Exchange Agreement One [Member] | |||||
Organization and Description of Business (Textual) | |||||
Common stock issued post-stock split | 164,387,376 | ||||
Common stock issued pre-stock split | 52,336,000 | ||||
Share Exchange Agreement Two [Member] | |||||
Organization and Description of Business (Textual) | |||||
Common stock issued post-stock split | 163,159,952 | ||||
Common stock issued pre-stock split | 51,945,225 | ||||
Percentage of common shares issued and outstanding | 79.70% | ||||
Percentage of issued share capital | 100.00% | ||||
Share Exchange Agreement Three [Member] | |||||
Organization and Description of Business (Textual) | |||||
Common stock issued post-stock split | 166,273,921 | ||||
Common stock issued pre-stock split | 52,936,583 | ||||
Common stock converted to exchange ratio | 0.2536-for-1 | ||||
Share Exchange Agreement Four [Member] | |||||
Organization and Description of Business (Textual) | |||||
Common stock issued post-stock split | 205,519,223 | ||||
Common stock issued pre-stock split | 65,431,144 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2019 | |
Buildings and leasehold improvements [Member] | Minimum [Member] | |
Estimated Life | 5 years |
Buildings and leasehold improvements [Member] | Maximum [Member] | |
Estimated Life | 50 years |
Machinery and equipment [Member] | Minimum [Member] | |
Estimated Life | 5 years |
Machinery and equipment [Member] | Maximum [Member] | |
Estimated Life | 10 years |
Office equipment [Member] | Minimum [Member] | |
Estimated Life | 3 years |
Office equipment [Member] | Maximum [Member] | |
Estimated Life | 6 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | May 03, 2019 | Mar. 12, 2019 | Mar. 21, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Summary of Significant Accounting Policies (Textual) | ||||||||
Forward split ratio | The Company filed a certificate of amendment to the Company's articles of incorporation (the "Amendment") to effect the Reverse Split with the Secretary of State of Nevada. The Financial Industry Regulatory Authority ("FINRA") informed the Company that the Reverse Split was effective on May 8, 2019. All shares and related financial information in this Form 10-Q reflect this 1-for-18 reverse stock split. | i) effect a stock reverse split at the ratio of 1-for-18 (the "Reverse Split") of both the authorized common stock of the Company (the "Common Stock") and the issued and outstanding Common Stock and ii) to amend the articles of incorporation of the Company to reflect the Reverse Split. The Board approved and authorized the Reverse Split without obtaining approval of the Company's shareholders pursuant to Section 78.207 of Nevada Revised Statutes. | 1 to 3.141 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, authorized | 360,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Cash and cash equivalents | $ 1,035,678 | $ 1,035,678 | $ 226,688 | |||||
Restricted cash equivalents | 16,122 | 16,122 | $ 16,093 | |||||
Impairments of equity investments | 0 | $ 0 | 0 | $ 0 | ||||
Employee stock-based compensation expenses | 0 | 0 | $ 0 | 0 | ||||
Post-retirement and post-employment benefits, Description | Such labor regulations require that the rate of contribution made by an employer to the Labor Pension Fund per month shall not be less than 6% of the worker's monthly salaries. Pursuant to the Act, the Company makes monthly contribution equal to 6% of employees' salaries to the employees' pension fund. The Company has no legal obligation for the benefits beyond the contributions made. The total amounts for such employee benefits, which were expensed as incurred, were $3,646 and $4,806 for the nine months ended September 30, 2019 and 2018, respectively. The total amounts for such employee benefits, which were expensed as incurred, were $12,365 and $14,827 for the nine months ended September 30, 2019 and 2018, respectively. | |||||||
Non-employee stock-based compensation expenses | $ 5,737 | $ 7,575 | $ 22,808 | $ 21,075 | ||||
Effectiveness date | Apr. 8, 2016 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Going Concern (Textual) | |||||
Accumulated deficit | $ (14,773,552) | $ (14,773,552) | $ (12,209,446) | ||
Net loss | $ (1,329,685) | $ (687,300) | (2,817,454) | $ (2,136,962) | |
Working capital deficiency | $ 4,170,357 | $ 10,421,310 |
Collaborative Agreements (Detai
Collaborative Agreements (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||||||
Dec. 24, 2018 | Sep. 30, 2017 | Sep. 25, 2017 | Jul. 24, 2017 | May 26, 2017 | Aug. 31, 2016 | Jul. 27, 2016 | Dec. 31, 2015 | Sep. 30, 2019 | Aug. 05, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Collaborative Agreements (Textual) | |||||||||||||
Outstanding balance | $ 322,678 | $ 59,477 | |||||||||||
BHK Co-Development Agreement [Member] | |||||||||||||
Collaborative Agreements (Textual) | |||||||||||||
Description of payment settlement | Upon the signing of the BHK Co-Development Agreement: $1 million, or 10% of total payment Upon the first Investigational New Drug (IND) submission and BioLite Taiwan will deliver all data to BHK according to FDA Reviewing requirement: $1 million, or 10% of total payment At the completion of first phase II clinical trial: $1 million, or 10% of total payment At the initiation of phase III of clinical trial research: $3 million, or 30% of total payment Upon the New Drug Application (NDA) submission: $4 million, or 40% of total payment | ||||||||||||
Upfront payments | $ 1,000,000 | $ 1,000,000 | |||||||||||
Percentage of payments under co-development agreement | 10.00% | 10.00% | |||||||||||
Milestone payments to BioLite in cash | $ 31,649,000 | $ 10,000,000 | |||||||||||
Common stock newly issued, value | $ 1,000,000 | $ 10,000,000 | |||||||||||
Milestone payments royalty percentage | 12.00% | ||||||||||||
Collaborative Agreements, description | The Company recognized the cash receipt in a total of NT$50 million, approximately equivalent to $1.6 million, as collaboration revenue when all research, technical, and development data was delivered to BHK. | In addition to the total of NT$50 million, approximately equivalent to $1.60 million, BioLite Taiwan is entitled to receive 50% of the future net licensing income or net sales profit. As of September 30, 2019 and 2018, the Company has not earned the royalty under the BHK Collaborative Agreements. | |||||||||||
Co-Dev Agreement [Member] | |||||||||||||
Collaborative Agreements (Textual) | |||||||||||||
Amount received from BriVision | $ 3,000,000 | $ 3,000,000 | $ 450,000 | ||||||||||
Percentage of payments under co-development agreement | 50.00% | ||||||||||||
Company cash payments | $ 3,000,000 | $ 3,000,000 | |||||||||||
Co-Dev agreement, description | The Company received the remaining balance of $2,550,000 in the form of newly issued shares of Rgene's Common Stock, at the price of NT$50 (approximately equivalent to $1.60 per share), for an aggregate number of 1,530,000 shares, which accounted for equity method long-term investment as of December 31, 2018. During the year ended December 31, 2018, the Company has recognized investment loss of $549. | ||||||||||||
BioFirst Stock Purchase Agreement [Member] | |||||||||||||
Collaborative Agreements (Textual) | |||||||||||||
Amount received from BriVision | $ 2,902,911 | $ 3,000,000 | |||||||||||
Shares issued | 414,702 | 428,571 | |||||||||||
Collaborative Arrangement [Member] | |||||||||||||
Collaborative Agreements (Textual) | |||||||||||||
Percentage of payments under co-development agreement | 50.00% | ||||||||||||
Common stock newly issued, value | $ 3,000,000 | ||||||||||||
Licensing rights | $ 3,000,000 | ||||||||||||
Company cash payments | $ 3,000,000 | ||||||||||||
Research and development expense | $ 3,000,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Merchandise | $ 1,318 | |
Finished goods | 91,341 | 100,736 |
Work-in-process | 19,937 | 20,243 |
Raw materials | 55,835 | 56,691 |
Allowance for inventory valuation and obsolescence loss | (167,113) | (177,670) |
Inventory, net | $ 1,318 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Subtotal | $ 3,734,386 | $ 762,467 |
Less: accumulated depreciation | (3,219,937) | (252,401) |
Property and equipment, net | 514,449 | 510,066 |
Land [Member] | ||
Subtotal | 357,927 | 363,416 |
Buildings and leasehold improvements [Member] | ||
Subtotal | 2,220,943 | 290,403 |
Machinery and equipment [Member] | ||
Subtotal | 962,296 | 87,356 |
Office equipment [Member] | ||
Subtotal | $ 193,220 | $ 21,292 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation expenses | $ 14,262 | $ 10,569 | $ 43,893 | $ 33,240 |
Long-Term Investments (Details)
Long-Term Investments (Details) | 9 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Aug. 31, 2017 | |
Ownership percentage | 73.00% | ||
Braingenesis Biotechnology Co.Ltd [Member] | |||
Ownership percentage | 0.17% | 0.17% | |
Accounting treatment | Cost Method | ||
Genepharm Biotech Corporation [Member] | |||
Ownership percentage | 0.72% | 0.72% | |
Accounting treatment | Cost Method | ||
BioHopeKing Corporation [Member] | |||
Ownership percentage | 9.71% | 7.13% | |
Accounting treatment | Cost Method | ||
BioFirst Corporation [Member] | |||
Ownership percentage | 16.14% | 15.84% | |
Accounting treatment | Equity Method | ||
Rgene Corporation [Member] | |||
Ownership percentage | 31.63% | 31.62% | |
Accounting treatment | Equity Method |
Long-Term Investments (Details
Long-Term Investments (Details 1) | 9 Months Ended |
Sep. 30, 2019 | |
BioFirst Corporation [Member] | |
Relationship with the Company and its subsidiaries, description | Loaned from the investee and provides research and development support service |
Braingenesis Biotechnology Co., Ltd. [Member] | |
Relationship with the Company and its subsidiaries, description | No specific business relationship |
Genepharm Biotech Corporation [Member] | |
Relationship with the Company and its subsidiaries, description | No specific business relationship |
BioHopeKing Corporation [Member] | |
Relationship with the Company and its subsidiaries, description | Collaborating with the Company to develop and commercialize drugs |
Rgene Corporation [Member] | |
Relationship with the Company and its subsidiaries, description | Collaborating with the Company to develop and commercialize drugs |
Long-Term Investments (Detail_2
Long-Term Investments (Details 2) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Non-marketable Cost Method Investments, net abstract | ||
Sub total | $ 1,955,301 | $ 1,985,663 |
Total | 3,270,410 | 3,488,169 |
BioFirst Corporation [Member] | ||
Non-marketable Cost Method Investments, net abstract | ||
Total | 1,315,109 | 1,502,506 |
Rgene Corporation [Member] | ||
Non-marketable Cost Method Investments, net abstract | ||
Total | ||
Braingenesis Biotechnology Co., Ltd. [Member] | ||
Non-marketable Cost Method Investments, net abstract | ||
Sub total | 7,213 | 7,213 |
Genepharm Biotech Corporation [Member] | ||
Non-marketable Cost Method Investments, net abstract | ||
Sub total | 22,021 | 22,021 |
BioHopeKing Corporation [Member] | ||
Non-marketable Cost Method Investments, net abstract | ||
Sub total | $ 1,926,067 | $ 1,956,429 |
Long-Term Investments (Detail_3
Long-Term Investments (Details 3) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | $ 1,707,567 | $ 566,476 |
Current Liabilities | 5,877,924 | 10,987,786 |
Shareholders' Equity (Deficit) | 665,930 | (5,657,996) |
Rgene [Member] | ||
Current Assets | 29,869 | 98,168 |
Noncurrent Assets | 93,031 | 14,779 |
Current Liabilities | 324,694 | 261,685 |
Noncurrent Liabilities | 4,565 | |
Shareholders' Equity (Deficit) | (206,359) | (148,738) |
BioFirst [Member] | ||
Current Assets | 1,239,738 | 7,551,898 |
Noncurrent Assets | 7,243,928 | 1,608,460 |
Current Liabilities | 1,903,098 | 1,648,206 |
Noncurrent Liabilities | 25,880 | |
Shareholders' Equity (Deficit) | $ 6,554,688 | $ 7,512,152 |
Long-Term Investments (Detail_4
Long-Term Investments (Details 4) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net sales | $ 197,733 | $ 747 | $ 601,757 | $ 3,976 |
Gross Profit | 194,936 | 210 | 584,109 | 1,120 |
Net loss | (1,329,685) | (687,300) | (2,817,454) | (2,136,962) |
Share of losses from investments accounted for using the equity method | $ (201,590) | (287,513) | ||
Rgene Corporation [Member] | ||||
Net sales | ||||
Gross Profit | ||||
Net loss | (59,717) | (191,534) | ||
Share of losses from investments accounted for using the equity method | ||||
BioFirst Corporation [Member] | ||||
Net sales | 32,235 | 33,304 | ||
Gross Profit | 5,048 | 6,590 | ||
Net loss | (842,838) | (766,425) | ||
Share of losses from investments accounted for using the equity method | $ (182,113) | $ (164,649) |
Long-Term Investments (Detail_5
Long-Term Investments (Details 5) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Long-Term Investment [Abstract] | ||||
Share of equity method investee losses | $ (64,689) | $ (39,166) | $ (182,113) | $ (164,649) |
Impairments | ||||
Total losses on equity investments | $ (182,113) | $ (164,649) |
Long-Term Investments (Detail_6
Long-Term Investments (Details Textual) | Oct. 15, 2018 | Nov. 02, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Rgene [Member] | |||||
Long-Term Investments (Textual) | |||||
Percentage of common stock shares | 31.63% | 31.62% | |||
BioFirst [Member] | |||||
Long-Term Investments (Textual) | |||||
Percentage of common stock shares | 21.51% | 15.84% | |||
Sale of common stock, description | The Company subsequently purchased an aggregate of 200,000 and 366,200 shares of common stock of BHK at NT$10, equivalent to $0.33, and NT$50, equivalent $1.64, from one of directors of BHK and eleven shareholders of BHK, respectively. The percentage of ownership accordingly increased to 7.13% as of Sept 30, 2019 and 2018. | The Company subsequently purchased an aggregate of 200,000 and 366,200 shares of common stock of BHK at NT$10, equivalent to $0.33, and NT$50, equivalent $1.64, from one of directors of BHK and eleven shareholders of BHK, respectively. The percentage of ownership accordingly increased to 7.13% as of Sept 30, 2019 and 2018. | The Company sold 552,000 shares of common stock of BioHopeKing Corporation (the "BHK") at prices ranging from NT$25, equivalent $0.82, to NT$32, equivalent $1.05, to two directors of BHK and 25 individuals. As a result of the transactions, the Company recognized investment loss of $395,476 for the same period. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 04, 2018 | Aug. 25, 2018 | Jul. 10, 2018 | Jun. 27, 2018 | May 09, 2018 | May 30, 2019 | Aug. 28, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Unsecured convertible promissory note [Member] | ||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||
Aggregate principal amount | $ 257,500 | $ 250,000 | $ 250,000 | $ 250,000 | $ 300,000 | $ 250,000 | ||||||
Bears interest rate | 20.00% | 8.00% | 20.00% | 8.00% | 8.00% | 20.00% | ||||||
Convertible promissory note received | $ 257,500 | $ 250,000 | $ 250,000 | $ 250,000 | $ 300,000 | $ 200,000 | ||||||
Equity offering, description | The Company raises gross proceeds from the sale of its common stock of at least $5,000,000 (an "Equity Offering") then within five days of the closing for such offering, the Company must repay the outstanding amount of this Odaira Note. | The Company raises gross proceeds from the sale of its common stock of at least $5,000,000 (an "Equity Offering") then within five days of the closing for such offering, the Company must repay the outstanding amount of this Keypoint Note. | The Company raises gross proceeds from the sale of its common stock of at least $5,000,000 (an "Equity Offering") then within five days of the closing for such offering, the Company must repay the outstanding amount of this Yu and Wei Note. | |||||||||
Conversion price, description | (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the C.L.L. Note. as of September 30, 2019. | (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80% of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering of the Company in an amount exceeding $500,000 that occurs when any part of the Odaira Note is outstanding, subject to adjustments set forth in the Odaira Note. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Odaira Note as of September 30, 2019 and December 31, 2018. | (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the NEA Note as of September 30, 2019. | (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80% of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering of the Company in an amount exceeding $500,000 that occurs when any part of the Keypoint Note is outstanding, subject to adjustments set forth in the Keypoint Note. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Keypoint Note as of September 30, 2019 and December 31, 2018. | (i) $2.00 per share (the “Fixed Conversion Price”), subject to adjustment or (ii) 80% of the per share offering price (the “Alternative Conversion Price”) of any completed equity offering of the Company in an amount exceeding $500,000 that occurs when any part of the Yu and Wei Note is outstanding, subject to adjustments set forth in the Yu and Wei Note. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Yu and Wei Note as of September 30, 2019 and December 31, 2018. | (i) $.50 per share (the “Fixed Conversion Price”), subject to adjustment, or (ii) 70% of the per share offering price (the “Alternative Conversion Price”) of the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the “Public Offering”), as amended from time to time. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the KLS Note as of September 30, 2019. | ||||||
Convertible debenture | $ 1,757,500 | $ 1,757,500 | $ 800,000 | |||||||||
Accrued convertible interest | 109,106 | $ 27,467 | ||||||||||
Interest expenses in connection with convertible notes payable | $ 18,755 | $ 3,567 | $ 53,510 | $ 7,134 | ||||||||
Kuo Note [Member] | ||||||||||||
Convertible Notes Payable (Textual) | ||||||||||||
Unsecured convertible promissory note, description | The Company issued 2 twelve-month term unsecured convertible promissory notes (the "Kuo Note") in an aggregate principal amount of $250,000 to Kuo Sheng Lung (the "Kuo"), pursuant to which the Company received $160,000 on May 30, 2019 and $90,000 on July 11, 2019. The Kuo Note bears interest at 20% per annum. The Company shall pay to the Kuo an amount in cash representing all outstanding principal and accrued and unpaid interest on the Twelve (12) month anniversary of the issuance date of the Kuo Note, which is on May 29, 2020 and July 10, 2020. At any time from the date hereof until this Kuo Note has been satisfied, the kuo may convert the unpaid and outstanding principal plus any accrued and unpaid interest and or default interest, if any, into shares of the Company's common stock at a conversion price (the "Conversion Price") equal to the lower of (i) $.50 per share (the "Fixed Conversion Price"), subject to adjustment, or (ii) 70% of the per share offering price (the "Alternative Conversion Price") of the completed public equity offering of the Company in an amount exceeding $10,000,000 as stated on the registration statement on a Form S-1 filed with the Securities and Exchange Commission on November 14, 2018 (the "Public Offering"), as amended from time to time. In accordance with FASB ASC 470-20, the Company recognized none of the intrinsic value of embedded beneficial conversion feature present in the Kuo Note. |
Bank Loans (Details)
Bank Loans (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 1,885,500 | $ 899,250 |
Cathay United Bank [Member] | ||
Total | 241,500 | 245,250 |
CTBC Bank [Member] | ||
Total | 644,000 | 654,000 |
Cathay Bank [Member | ||
Total | $ 1,000,000 |
Bank Loans (Details 1)
Bank Loans (Details 1) - Cathay United Loan Agreement [Member] - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Cathay United Bank | $ 22,547 | $ 55,092 |
Less: current portion of long-term bank loan | (22,547) | (39,835) |
Total | $ 0 | $ 15,257 |
Bank Loans (Details Textual)
Bank Loans (Details Textual) - USD ($) | Jan. 08, 2019 | Oct. 01, 2018 | Sep. 06, 2017 | Jun. 12, 2017 | Jan. 21, 2019 | Jan. 18, 2019 | Jul. 19, 2017 | Apr. 30, 2017 | Jun. 28, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Bank Loans (Textual) | ||||||||||||||
Interest expenses | $ 163 | $ 409 | ||||||||||||
Cathay United Loan Agreement [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Principal amount | $ 241,857 | $ 241,500 | $ 241,500 | |||||||||||
Maturity date | Jun. 28, 2017 | |||||||||||||
Debt instrument term | 1 year | 1 year | 1 year | |||||||||||
Bears interest floating rate | 1.15% | 2.22% | 2.22% | 2.22% | ||||||||||
Debt instrument due date | Sep. 6, 2019 | Sep. 6, 2018 | ||||||||||||
Interest expenses | $ 1,351 | 1,402 | $ 745 | $ 1,375 | ||||||||||
Cathay United Loan Agreement [Member] | NT [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Principal amount | $ 7,500,000 | $ 7,500,000 | $ 7,500,000 | |||||||||||
CTBC Loan Agreements [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Principal amount | $ 322,000 | $ 322,000 | ||||||||||||
Maturity date | Jan. 19, 2018 | Jul. 18, 2019 | Jan. 19, 2018 | |||||||||||
Debt instrument term | 1 year | 1 year | ||||||||||||
Bears interest floating rate | 1.63% | |||||||||||||
Interest expenses | $ 2,646 | 2,297 | $ 7,879 | 8,270 | ||||||||||
CTBC Loan Agreements [Member] | NT [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Principal amount | $ 10,000,000 | $ 10,000,000 | ||||||||||||
Loan Agreement [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Maturity date | Jan. 1, 2020 | |||||||||||||
Received loan amount | $ 500,000 | |||||||||||||
Exceeding amount | $ 500,000 | |||||||||||||
Regular interest rate, description | The Note executed in connection with the Loan Agreement bears an interest rate (the "Regular Interest Rate") equal to the sum of one percent (1%) and the prime rate as published in the Wall Street Journal (the "Index") and the accrued interest shall become payable each month from February 1, 2019. Pursuant to the Note, the Company shall pay the entire outstanding principal plus accrued unpaid interest on the Maturity Date and may prepay portion or all of the Note before the Maturity Date without penalty. If the Company defaults on the Note, the default interest rate shall become five percent (5%) plus the Regular Interest Rate. | |||||||||||||
Cathay United Bank [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Maturity date | Apr. 30, 2020 | |||||||||||||
Bears interest floating rate | 2.24% | 2.24% | 2.24% | |||||||||||
Interest expenses | $ 4,025 | 4,175 | ||||||||||||
Cathay United Bank [Member] | Minimum [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Bears interest floating rate | 0.77% | |||||||||||||
Cathay United Bank [Member] | Maximum [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Bears interest floating rate | 1.17% | |||||||||||||
Cathay United Bank [Member] | April 30, 2010 [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Principal amount | $ 288,360 | $ 288,360 | ||||||||||||
Maturity date | Apr. 30, 2017 | |||||||||||||
Debt instrument term | 7 years | |||||||||||||
Cathay United Bank [Member] | NT [Member] | April 30, 2010 [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Principal amount | 8,900,000 | $ 8,900,000 | ||||||||||||
Cathay Bnak [Member] | ||||||||||||||
Bank Loans (Textual) | ||||||||||||||
Interest expenses | $ 16,899 | $ 0 | $ 42,632 | $ 0 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 27, 2017 | Mar. 27, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Hsu and Chow Promissory Note [Member] | ||||||
Notes Payable (Textual) | ||||||
Interest | 12.00% | 12.00% | ||||
Interest expenses | $ 2,899 | $ 3,006 | $ 8,696 | $ 7,014 | ||
Unsecured loan agreements, description | Entered an unsecured loan agreement bearing interest at fixed rates at 12% per annum of NT$3,000,000, equivalent to $96,600, for working capital purpose. | |||||
BioLite Taiwan and Cheng-Chi International Co., Ltd [Member] | ||||||
Notes Payable (Textual) | ||||||
Notes payable, description | A Taiwan company, entered into a promissory note for borrowing an aggregate amount of NT$6,000,000, equivalent to $196,200, for the period from November 27, 2017 to January 11, 2018. The principal of promissory note bore interest at 12% per annum. This promissory note was secured by 700,000 Common Stock shares of ABVC and was also personal guaranteed by the Chairman of BioLite Taiwan. On January 11, 2018, the principal and accrued interest totaling NT$6,090,000, equivalent to $199,143, had been paid in full. | |||||
Hsu And Chow [Member] | ||||||
Notes Payable (Textual) | ||||||
Interest expenses | $ 2,911 | $ 5,112 | $ 15,364 | $ 7,629 | ||
Notes payable, description | Borrowing an aggregate amount of NT$4,660,000, equivalent to $150,052, for the period from March 27, 2018 to June 26, 2018. On September 26, 2018, BioLite Taiwan extended the original loan agreement through December 26, 2018. On Sept 26, 2019, BioLite Taiwan renewed and amended the contract with the “Hsu” only and extend the maturity date to Dec 26, 2019. The principal of the Hsu new Promissory Note bears interest at 13.6224% per annum. |
Related Parties Transactions (D
Related Parties Transactions (Details) | 9 Months Ended |
Sep. 30, 2019 | |
BioFirst Corporation (the "BioFirst") [Member] | |
Relationship with the Company and its subsidiaries, description | Loaned from the investee and provides research and development support service |
BioFirst (Australia) Pty Ltd. (the "BioFirst (Australia)") [Member] | |
Relationship with the Company and its subsidiaries, description | 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene |
Rgene Corporation (the "Rgene") [Member] | |
Relationship with the Company and its subsidiaries, description | Shareholder of the Company; entity controlled by controlling beneficiary shareholder of Yuangene |
Yuangene Corporation (the "Yuangene") [Member] | |
Relationship with the Company and its subsidiaries, description | Controlling beneficiary shareholder of the Company |
AsiaGene Corporation (the "AsiaGene") [Member] | |
Relationship with the Company and its subsidiaries, description | Shareholder; entity controlled by controlling beneficiary shareholder of Yuangene |
Eugene Jiang [Member] | |
Relationship with the Company and its subsidiaries, description | Former President and Chairman |
Keypoint Technology Ltd. (the "Keypoint') [Member] | |
Relationship with the Company and its subsidiaries, description | The Chairman of Keypoint is Eugene Jiang's mother. |
Lion Arts Promotion Inc. (the "Lion Arts") | |
Relationship with the Company and its subsidiaries, description | Shareholder of the Company |
Yoshinobu Odaira (the "Odaira") [Member] | |
Relationship with the Company and its subsidiaries, description | Director of the Company |
GenePharm Inc. (the "GenePharm") [Member] | |
Relationship with the Company and its subsidiaries, description | Mr. George Lee, the Director and Chairman of Biokey, is the Chairman of GenePharm. |
Euro-Asia Investment & Finance Corp Ltd. (the "Euro-Asia") [Member] | |
Relationship with the Company and its subsidiaries, description | Shareholder of the Company |
Kimho Consultants Co., Ltd. (the "Kimho") [Member] | |
Relationship with the Company and its subsidiaries, description | Shareholder of the Company |
LBG USA, Inc. (the "LBG USA") [Member] | |
Relationship with the Company and its subsidiaries, description | 100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene |
LionGene Corporation (the "LionGene") [Member] | |
Relationship with the Company and its subsidiaries, description | Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene |
Jiangs [Member] | |
Relationship with the Company and its subsidiaries, description | Mr. Tsung-Shann Jiang, the controlling beneficiary shareholder of the Company and Rgene, the Chairman and CEO of the BioLite Holding Inc. and BioLite Inc. and the President and a member of board of directors of BioFirst Ms. Shu-Ling Jiang, Mr. Tsung-Shann Jiang’s wife, is the Chairman of Keypoint, LION, and BioFirst; and a member of board of directors of BioLite Inc. Mr. Eugene Jiang is Mr. and Ms. Jiang’s son. Mr. Eugene Jiang is the chairman, and majority shareholder of the Company and a member of board of directors of BioLite Inc. Mr. Chang-Jen Jiang is Mr. Tsung-Shann Jiang’s sibling and the director of the Company. Ms. Mei-Ling Jiang is Ms. Shu-Ling Jiang’s sibling. |
Related Parties Transactions _2
Related Parties Transactions (Details 1) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 142,215 | |
GenePharm Inc. [Member] | ||
Total | $ 142,215 |
Related Parties Transactions _3
Related Parties Transactions (Details 2) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 322,678 | $ 59,477 |
Rgene [Member] | ||
Total | 34,220 | 19,477 |
AsiaGene [Member] | ||
Total | 3,353 | |
BioFirst (Australia) [Member] | ||
Total | 40,000 | 40,000 |
BioHopeKing Corporation [Member] | ||
Total | 111,780 | |
BioFirst [Member] | ||
Total | 132,650 | |
LBG USA [Member] | ||
Total | $ 675 |
Related Parties Transactions _4
Related Parties Transactions (Details 3) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Total | $ 376,460 | $ 7,745,096 |
Lion Arts Promotion Inc. [Member] | ||
Total | 65,495 | |
LionGene Corporation [Member] | ||
Total | 458,348 | |
BioFirst Corporation [Member] | ||
Total | 142,688 | 6,428,643 |
AsiaGene [Member] | ||
Total | 24,017 | 160,000 |
YuanGene [Member] | ||
Total | 9,205 | 92,690 |
The Jiangs [Member] | ||
Total | 4,735 | 539,920 |
Kimho [Member] | ||
Total | 7,500 | |
Due to shareholders [Member] | ||
Total | $ 188,315 |
Related Parties Transactions _5
Related Parties Transactions (Details Textual) - USD ($) | Jul. 12, 2019 | Jul. 02, 2019 | May 12, 2019 | Feb. 02, 2019 | May 11, 2018 | Apr. 12, 2017 | Aug. 31, 2019 | Jun. 30, 2019 | May 27, 2019 | Feb. 27, 2019 | Jan. 20, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Nov. 29, 2018 | Aug. 25, 2018 | Jun. 27, 2018 | Jan. 31, 2018 | Jan. 18, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 26, 2017 |
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Interest expenses | $ 111,968 | $ 122,326 | $ 374,540 | $ 345,982 | ||||||||||||||||||||||
Conversion price | $ 7 | |||||||||||||||||||||||||
Convertion of debt | $ 4,872,340 | |||||||||||||||||||||||||
Conversion of debt, shares | 696,051 | |||||||||||||||||||||||||
Related party transactions, description | Since 2018, Mr. Tsung-Shann Jiang, Mr. Chang-Jen Jiang, Ms. Shu-Ling Jiang, and Ms. Mei-Ling Jiang have entered into various loans with the Company for working capital purpose in an aggregate amount of $795,340. These loans bear interest at 12% per annum and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $817,354 to 116,765 shares of the Company’s common stock at a conversion price of $7.00 per share. | |||||||||||||||||||||||||
Outstanding advance balance | $ 7,745,096 | 376,460 | 376,460 | $ 7,745,096 | ||||||||||||||||||||||
Keypoint Note [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||||||||||
Interest rate percentage | 8.00% | |||||||||||||||||||||||||
Interest expenses | 15,000 | 0 | ||||||||||||||||||||||||
Related party transactions, description | On June 27, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Keypoint Note”) in an aggregate principal amount of $250,000 to Keypoint Technology Ltd. (“Keypoint”) (See Note 8). | |||||||||||||||||||||||||
Odaira Note [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||||||||||
Interest rate percentage | 8.00% | |||||||||||||||||||||||||
Interest expenses | 15,000 | 0 | ||||||||||||||||||||||||
Related party transactions, description | On August 25, 2018, the Company issued an eighteen-month term unsecured convertible promissory note (the “Odaira Note”) in an aggregate principal amount of $250,000 to Yoshinobu Odaira (“Odaira”) (See Note 8). | |||||||||||||||||||||||||
Rgene Corporation [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate principal amount | 19,477 | 34,220 | $ 34,220 | 19,477 | ||||||||||||||||||||||
Loan agreement, description | The loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan will be matured on December 31, 2019 | |||||||||||||||||||||||||
Accrued interest | 0 | 3,203 | $ 3,203 | 0 | ||||||||||||||||||||||
Asiangene Corporation [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Accrued interest | $ 37 | |||||||||||||||||||||||||
Amount of equivalent | 3,353 | |||||||||||||||||||||||||
Outstanding advance balance | 160,000 | 24,017 | 24,017 | 160,000 | ||||||||||||||||||||||
Asiangene Corporation [Member] | NT [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate working capital | 100,000 | |||||||||||||||||||||||||
Aggregate principal amount | $ 100,000 | |||||||||||||||||||||||||
Loan agreement, description | The loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan will be matured on December 31, 2019. | |||||||||||||||||||||||||
BioFirst [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate principal amount | 0 | 132,650 | 132,650 | 0 | ||||||||||||||||||||||
Accrued interest | 142,688 | $ 142,688 | ||||||||||||||||||||||||
Interest rate percentage | 12.00% | |||||||||||||||||||||||||
Loan maturity date | Dec. 31, 2019 | |||||||||||||||||||||||||
Interest expenses | $ 22,359 | |||||||||||||||||||||||||
Outstanding advance balance | 6,428,643 | 142,688 | 142,688 | 6,428,643 | ||||||||||||||||||||||
BioFirst (Australia) [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate principal amount | $ 150,000 | $ 40,000 | ||||||||||||||||||||||||
Interest rate percentage | 12.00% | 0.00% | ||||||||||||||||||||||||
Loan maturity date | Dec. 31, 2019 | |||||||||||||||||||||||||
Outstanding loan balance | 40,000 | 40,000 | ||||||||||||||||||||||||
Interest expenses | $ 3,968 | |||||||||||||||||||||||||
BioLite Taiwan [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate working capital | $ 430,817 | $ 94,990 | ||||||||||||||||||||||||
Loan agreement, description | The development costs shall be shared 50/50 between BHK and the Company. The BHK Co-Development Agreement will remain in effect for fifteen years from the date of first commercial sale of the Product in in Asia excluding Japan. | |||||||||||||||||||||||||
Interest rate percentage | 0.00% | 12.00% | ||||||||||||||||||||||||
Loan maturity date | Apr. 14, 2020 | |||||||||||||||||||||||||
Other receivable from related parties | 0 | 111,780 | $ 111,780 | 0 | ||||||||||||||||||||||
Conversion price | $ 7 | $ 7 | $ 7 | |||||||||||||||||||||||
Convertion of debt | $ 428,099 | $ 97,864 | ||||||||||||||||||||||||
Conversion of debt, shares | 61,157 | 13,981 | ||||||||||||||||||||||||
BioLite Taiwan [Member] | NT [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate working capital | $ 13,295,000 | $ 2,950,000 | ||||||||||||||||||||||||
LBG USA, Inc.[Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Loan agreement, description | The advances bear 0% interest rate and are due on demand. | |||||||||||||||||||||||||
Outstanding advance | 675 | 0 | 0 | 675 | ||||||||||||||||||||||
BioFirst [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate working capital | $ 625,646 | $ 950,000 | ||||||||||||||||||||||||
Interest rate percentage | 12.00% | 12.00% | ||||||||||||||||||||||||
Loan maturity date | Feb. 1, 2020 | May 27, 2020 | ||||||||||||||||||||||||
Outstanding loan balance | $ 693,000 | |||||||||||||||||||||||||
Conversion price | $ 7 | $ 7 | ||||||||||||||||||||||||
Convertion of debt | $ 693,000 | $ 625,646 | ||||||||||||||||||||||||
Conversion of debt, shares | 99,000 | 8,937 | ||||||||||||||||||||||||
Stock purchase agreement, description | Pursuant to which the Company agreed to issue 428,571 shares of the Company’s common stock to BioFirst in consideration for $3,000,000 owed by the Company to BioFirst. | |||||||||||||||||||||||||
BioFirst [Member] | Conversion Agreements One [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Interest rate percentage | 0.00% | |||||||||||||||||||||||||
Conversion price | $ 7 | |||||||||||||||||||||||||
Convertion of debt | $ 597,128 | |||||||||||||||||||||||||
Conversion of debt, shares | 85,304 | |||||||||||||||||||||||||
BioFirst [Member] | NT [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate working capital | $ 19,430,000 | |||||||||||||||||||||||||
BioLite BVI [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate working capital | $ 987,134 | |||||||||||||||||||||||||
Interest rate percentage | 12.00% | |||||||||||||||||||||||||
Loan maturity date | May 11, 2020 | May 11, 2019 | ||||||||||||||||||||||||
Conversion price | $ 7 | |||||||||||||||||||||||||
Convertion of debt | $ 987,134 | |||||||||||||||||||||||||
Conversion of debt, shares | 141,020 | |||||||||||||||||||||||||
BioLite BVI [Member] | NT [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate working capital | $ 30,000,000 | |||||||||||||||||||||||||
Everfront Biotech Inc. [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Investment and equity transfer agreement, description | Pursuant to the Investment and Equity Transfer Agreement, Everfront agreed to purchase 2,000,000 common shares of the Company owned by AsiaGene at $1.60 per share in a total amount of $3,200,000, of which $160,000 is due before September 15, 2017 and the remaining amount of $3,040,000 is due before December 15, 2017. AsiaGene also agreed to loan the proceeds to the Company for working capital purpose. The non-secured loan bears 0% interest rate and is due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the remaining balance of $160,000 to 22,858 shares of the Company’s common stock at a conversion price of $7.00 per share. | |||||||||||||||||||||||||
YuanGene [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate working capital | $ 42,690 | $ 50,000 | ||||||||||||||||||||||||
Interest rate percentage | 0.00% | 12.00% | ||||||||||||||||||||||||
Loan maturity date | Jan. 19, 2020 | Jan. 19, 2019 | ||||||||||||||||||||||||
Conversion price | $ 7 | $ 7 | ||||||||||||||||||||||||
Convertion of debt | $ 50,000 | $ 42,690 | ||||||||||||||||||||||||
Conversion of debt, shares | 7,143 | 6,099 | ||||||||||||||||||||||||
Outstanding advance balance | 9,205 | 9,205 | ||||||||||||||||||||||||
Jiangs [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Aggregate principal amount | $ 381,375 | 4,735 | $ 4,735 | $ 381,375 | ||||||||||||||||||||||
Interest rate percentage | 0.00% | 0.00% | ||||||||||||||||||||||||
Conversion price | $ 7 | $ 7 | ||||||||||||||||||||||||
Convertion of debt | $ 381,375 | |||||||||||||||||||||||||
Conversion of debt, shares | 54,482 | |||||||||||||||||||||||||
Kimho [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Related party transactions, description | On July 2, 2019, the Company entered into an agreement with Kimho, starting from September 2019 with a fixed monthly retainer of $7,500. As of September 30, 2019 and December 31, 2018, the outstanding services charge was $7,500 and $0, respectively. | |||||||||||||||||||||||||
Outstanding advance balance | 7,500 | $ 7,500 | ||||||||||||||||||||||||
Due to shareholders [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Outstanding advance balance | $ 188,315 | 188,315 | ||||||||||||||||||||||||
Advances bear interest, description | The advances bear interest from 12% to 13.6224% per annum. | |||||||||||||||||||||||||
AsianGene Corporation [Member] | ||||||||||||||||||||||||||
Related Parties Transactions (Textual) | ||||||||||||||||||||||||||
Outstanding advance balance | $ 24,017 | $ 24,017 |
Equity (Details)
Equity (Details) | 1 Months Ended |
Aug. 31, 2019USD ($)shares | |
Amount of debt converted | $ | $ 4,872,340 |
Number of shares issued | shares | 696,051 |
Lion Arts Promotion Inc. (the "LION") [Member] | |
Amount of debt converted | $ | $ 97,864 |
Number of shares issued | shares | 13,981 |
LionGene Corporation (the "LionGene") [Member] | |
Amount of debt converted | $ | $ 428,099 |
Number of shares issued | shares | 61,157 |
BioFirst Corporation [Member] | |
Amount of debt converted | $ | $ 2,902,911 |
Number of shares issued | shares | 414,702 |
AsianGene Corporation [Member] | |
Amount of debt converted | $ | $ 160,000 |
Number of shares issued | shares | 22,858 |
YuanGene Corporation [Member] | |
Amount of debt converted | $ | $ 92,690 |
Number of shares issued | shares | 13,242 |
The Jiangs [Member] | |
Amount of debt converted | $ | $ 1,190,776 |
Number of shares issued | shares | 170,111 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | May 03, 2019 | Mar. 12, 2019 | Feb. 08, 2019 | May 06, 2016 | Mar. 21, 2016 | Feb. 08, 2016 | Dec. 29, 2015 | Aug. 31, 2019 | Sep. 30, 2017 | Jul. 24, 2017 | May 26, 2017 | Feb. 28, 2017 | Oct. 02, 2016 | Aug. 26, 2016 | May 06, 2016 | Mar. 31, 2016 | Feb. 17, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 28, 2018 | Aug. 31, 2017 | Jun. 30, 2016 | Oct. 30, 2015 |
Equity (Textual) | |||||||||||||||||||||||||
Common stock, authorized | 360,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Description of forward split | The Company filed a certificate of amendment to the Company's articles of incorporation (the "Amendment") to effect the Reverse Split with the Secretary of State of Nevada. The Financial Industry Regulatory Authority ("FINRA") informed the Company that the Reverse Split was effective on May 8, 2019. All shares and related financial information in this Form 10-Q reflect this 1-for-18 reverse stock split. | i) effect a stock reverse split at the ratio of 1-for-18 (the "Reverse Split") of both the authorized common stock of the Company (the "Common Stock") and the issued and outstanding Common Stock and ii) to amend the articles of incorporation of the Company to reflect the Reverse Split. The Board approved and authorized the Reverse Split without obtaining approval of the Company's shareholders pursuant to Section 78.207 of Nevada Revised Statutes. | 1 to 3.141 | ||||||||||||||||||||||
Subscription receivable | $ 350,000 | ||||||||||||||||||||||||
Percentage of common shares issued and outstanding | 73.00% | ||||||||||||||||||||||||
Issuance of common shares | $ 694,219 | $ 80,000 | |||||||||||||||||||||||
Due to related parties | $ 376,460 | $ 7,745,096 | $ 4,229,320 | ||||||||||||||||||||||
Common stock, shares issued | 19,478,168 | 11,884,804 | 213,746,647 | ||||||||||||||||||||||
Financial amendment, description | The Company filed a Certificate of Amendment with the Secretary of State of Nevada, which was effective May 8, 2019 upon its receipt of the written notice from Financial Industry Regulatory Authority ("FINRA"). Pursuant to the Certificate of Amendment, the Company effectuated a 1-for-18 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value, whereby 318,485,252 outstanding shares of the Company's common stock were exchanged for 17,693,625 shares of the Company's Common Stock. All shares and related financial information in this Form 10-Q reflect this 1-for-18 reverse stock split. | ||||||||||||||||||||||||
Agreement, description | The Company remitted this amount to BioLite with $650,000 in cash and $5,850,000 in the form of newly issued shares of the Company's Common Stock, at the price of $2.0 per share, for an aggregate number of 2,925,000 shares. Upon the consummation of the restructuring transaction between the Company and BioLite on February 8, 2019, the Company's Common Stock held by BioLite Taiwan was accounted for treasury stocks in the statement of equity (deficit). | The Company issued 1,468,750 shares ("Shares") of the Company's Common Stock, par value $0.001 (the "Offering") to BioLite Taiwan pursuant to a certain Stock Purchase Agreement dated August 26, 2016 (the "SPA"). The Shares are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Regulation S of the Securities Act promulgated thereunder. The purchase price per share of the Offering is $1.60. The net proceeds to the Company from the Offering are approximately $2,350,000. Pursuant to the BioLite Collaborative Agreement, BriVision should pay a total of $100,000,000 in cash or stock of the Company with equivalent value according to the milestone achieved. The agreement requires that 6.5% of total payment, $6,500,000 shall be made upon the first IND submission which was submitted in March 2016. | The Company and BioLite Taiwan agreed to amend the BioLite Collaborative Agreement, through entry into the Milestone Payment Agreement, whereby the Company has agreed to issue shares of Common Stock of the Company, at the price of $1.60 per share, for an aggregate number of 562,500 shares, as part of the Company's first installation of payment pursuant to the Milestone Payment. The shares issuance was completed in June 2016. | ||||||||||||||||||||||
Due to related parties consideration | $ 4,872,340 | ||||||||||||||||||||||||
Common stock price per share | $ 7 | ||||||||||||||||||||||||
Kimho Consultants Co., Ltd [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock, par value | $ 1.60 | ||||||||||||||||||||||||
Common stock, shares issued | 75,000 | ||||||||||||||||||||||||
Common stock, shares issued total | 120,000 | ||||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock issued pre-stock split | 50,000 | ||||||||||||||||||||||||
Common stock issued post-stock split | 157,050 | ||||||||||||||||||||||||
Collaborative Arrangement [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Issuance of common shares | $ 900,000 | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||||
Issuance of common shares, shares | 428,571 | ||||||||||||||||||||||||
Company cash payments | $ 3,000,000 | ||||||||||||||||||||||||
Due to related parties | $ 100,000,000 | ||||||||||||||||||||||||
Total payment upon first IND submission | $ 15,000,000 | ||||||||||||||||||||||||
Percentage of payments under collaborative agreement | 3.50% | 50.00% | 15.00% | ||||||||||||||||||||||
Consulting agreement, description | The Company agreed to indemnify the consultant in an amount of $150 per hour in cash up to $3,000 per month, and issue to Kameyama the Company's Common Stock at $1.00 per share for any amount exceeding $3,000. | ||||||||||||||||||||||||
Share Exchange Agreement [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Description of forward split | ABVC issued an aggregate of 104,558,777 shares (prior to the reverse stock split in 2019) to the shareholders of both BioLite and BioKey under a registration statement on Form S-4 (file number 333-226285), which became effective by operation of law on or about February 5, 2019. | ||||||||||||||||||||||||
Common stock issued pre-stock split | 52,336,000 | ||||||||||||||||||||||||
Common stock issued post-stock split | 164,387,376 | ||||||||||||||||||||||||
Share Exchange Agreement One [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock issued pre-stock split | 52,336,000 | ||||||||||||||||||||||||
Common stock issued post-stock split | 164,387,376 | ||||||||||||||||||||||||
Share Exchange Agreement Two [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock issued pre-stock split | 51,945,225 | ||||||||||||||||||||||||
Common stock issued post-stock split | 163,159,952 | ||||||||||||||||||||||||
Percentage of common shares issued and outstanding | 79.70% | ||||||||||||||||||||||||
Percentage of issued share capital | 100.00% | ||||||||||||||||||||||||
Share Exchange Agreement Three [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock issued pre-stock split | 52,936,583 | ||||||||||||||||||||||||
Common stock issued post-stock split | 166,273,921 | ||||||||||||||||||||||||
Exchange ratio | 0.2536-for-1 | ||||||||||||||||||||||||
Share Exchange Agreement Four [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock issued pre-stock split | 65,431,144 | ||||||||||||||||||||||||
Common stock issued post-stock split | 205,519,223 | ||||||||||||||||||||||||
Co-Dev Agreement [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Company cash payments | $ 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||
Due to related parties | $ 3,000,000 | ||||||||||||||||||||||||
Percentage of payments under collaborative agreement | 50.00% | ||||||||||||||||||||||||
Collaborative Arrangement One [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Due to related parties | $ 100,000,000 | ||||||||||||||||||||||||
Total payment upon first IND submission | $ 6,500,000 | ||||||||||||||||||||||||
Percentage of payments under collaborative agreement | 6.50% | ||||||||||||||||||||||||
Euro-Asia Investment & Finance Corp Ltd. [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock, par value | $ 1.60 | ||||||||||||||||||||||||
Common stock, shares issued | 50,000 | ||||||||||||||||||||||||
Common stock, shares issued total | 80,000 | ||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock, par value | $ 1.60 | ||||||||||||||||||||||||
Non-employee stock-based compensation | $ 28,800 | $ 5,400 | |||||||||||||||||||||||
Common stock, shares issued | 4,828 | ||||||||||||||||||||||||
Common stock, shares issued total | 7,725 | ||||||||||||||||||||||||
Euro-Asia Agreement [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Non-employee stock-based compensation | 0 | 60,000 | |||||||||||||||||||||||
Kimho Agreement [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Non-employee stock-based compensation | $ 0 | $ 90,000 | |||||||||||||||||||||||
BioKey [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock issued post-stock split | 104,558,777 | ||||||||||||||||||||||||
Issuance of common shares, shares | 29,561,231 | ||||||||||||||||||||||||
BioLite [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock issued post-stock split | 104,558,777 | ||||||||||||||||||||||||
Issuance of common shares, shares | 74,997,546 | ||||||||||||||||||||||||
Officer One [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock, par value | $ 1.60 | ||||||||||||||||||||||||
Common stock, shares issued | 50,000 | ||||||||||||||||||||||||
Common stock, shares issued total | 80,000 | ||||||||||||||||||||||||
Officer Two [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock, par value | $ 1.60 | ||||||||||||||||||||||||
Common stock, shares issued | 50,000 | ||||||||||||||||||||||||
Common stock, shares issued total | 80,000 | ||||||||||||||||||||||||
Officer Three [Member] | |||||||||||||||||||||||||
Equity (Textual) | |||||||||||||||||||||||||
Common stock, par value | $ 1.60 | ||||||||||||||||||||||||
Common stock, shares issued | 50,000 | ||||||||||||||||||||||||
Common stock, shares issued total | 80,000 |
Loss per Share (Details)
Loss per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator: | ||||
Net loss attributable to ABVC’s common stockholders | $ (1,329,685) | $ (687,300) | $ (2,817,454) | $ (2,136,962) |
Weighted-average shares outstanding: | ||||
Weighted-average shares outstanding - Basic | 17,333,902 | 11,881,657 | ||
Stock options | ||||
Weighted-average shares outstanding - Diluted | 17,333,902 | 11,881,657 | ||
Loss per share | ||||
-Basic | $ (0.16) | $ 0.18 | ||
-Diluted | $ (0.16) | $ 0.18 |
Lease (Details)
Lease (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
ASSETS | ||
Operating lease right-of-use assets | $ 357,932 | |
LIABILITIES | ||
Operating lease liabilities (current) | 268,618 | |
Operating lease liabilities (noncurrent) | $ 106,398 |
Lease (Details 1)
Lease (Details 1) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 73,802 |
Weighted average remaining lease term | 1 year 10 months 10 days |
Weighted average discount rate | 0.55% |
Lease (Details 2)
Lease (Details 2) | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 (excluding the nine months ended September 30, 2019) | $ 150,605 |
2020 | 259,167 |
2021 | 42,319 |
Total future minimum lease payments, undiscounted | 452,091 |
Less: Imputed interest | 1,718 |
Present value of future minimum lease payments | $ 450,373 |
Lease (Details Textual)
Lease (Details Textual) - USD ($) | Feb. 08, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Lease (Textual) | |||
Operating lease right-of-use assets | $ 357,932 | ||
Current operating lease liabilities | 268,618 | ||
Non-current operating lease liabilities | 106,398 | ||
BioLite [Member] | |||
Lease (Textual) | |||
Common stock issued post-stock split | 104,558,777 | ||
BioKey [Member] | |||
Lease (Textual) | |||
Common stock issued post-stock split | 104,558,777 | ||
ASC 842 [Member] | |||
Lease (Textual) | |||
Operating lease right-of-use assets | 577,830 | ||
Operating lease liabilities | 598,937 | ||
Current operating lease liabilities | 301,105 | ||
Non-current operating lease liabilities | 297,832 | ||
Cumulative-effect adjustment of opening balance of accumulated deficit | $ (21,107) |